Enhancing Everyday Living

2 Dai Fu Street, Tai Po Industrial Estate, Hong KongTel: (852) 2126 1212 Fax: (852) 2126 1211

www.ck-lifesciences.com

An

nu

al Rep

ort 2015

(Incorporated in the Cayman Islands with limited liability)(Stock Code: 0775)

Annual Report 2015

EnhancingEveryday Living

Nutraceutical

Pharmaceutical

Agriculture-related

About CK Life SciencesCK Life Sciences Int’l., (Holdings) Inc. is listed on The Stock Exchange of Hong Kong Limited. Bearing the mission of improving the quality of life, CK Life Sciences is engaged in the business of research and development, commercialisation, marketing and sale of health and agriculture-related products. Products developed by CK Life Sciences are categorised into the areas of human health and environmental sustainability. A number of inventions have been granted patents by the US Patent and Trademark Office. CK Life Sciences is a member of the CK Hutchison Group.

Contents2 Chairman’s Statement

6 Business Review

• Agriculture-related Business

• Nutraceutical Business

• Pharmaceutical Business

24 Long Term Development Strategy

25 Financial Summary

26 Financial Review

28 Directors and Key Personnel

38 Report of the Directors

49 Independent Auditor’s Report

51 Consolidated Income Statement

52 Consolidated Statement of Comprehensive Income

53 Consolidated Statement of Financial Position

55 Consolidated Statement of Changes in Equity

56 Consolidated Statement of Cash Flows

58 Notes to the Consolidated Financial Statements

118 Principal Subsidiaries

123 Principal Joint Ventures

124 Schedule of Major Investment Properties

125 Corporate Governance Report

161 Risk Factors

166 Corporate Information and Key Dates

Chairman’s Statement

CK Life Sciences Int’l., (Holdings) Inc.2

For the year ended 31 December 2015,

CK Life Sciences Int’l., (Holdings) Inc. (“CK Life Sciences”

or the “Company”) reported a turnover of

HK$4.92 billion, a marginal decrease of 1% compared

with last year. Profit attributable to shareholders was

HK$284.9 million, an 8% increase as compared to 2014.

The Board of Directors has recommended a final

dividend of HK$0.009 per share for the year ended

31 December 2015 (HK$0.008 per share in 2014), a

13% increase over the previous year. The proposed

dividend will be paid on Monday, 30 May 2016 following

approval at the 2016 Annual General Meeting to those

shareholders whose names appear on the Register of

Members of the Company at the close of business on

Thursday, 19 May 2016.

Agriculture-relAted Business

CK Life Sciences’ agriculture-related business recorded

a turnover of HK$2,098.8 million, a 5% decrease

compared to last year. This result was impacted by a

lower Australian dollar exchange rate against the Hong

Kong dollar during the period under review. Had the

results been recorded in local currencies, a growth of

approximately 13% would have been reported.

3Annual Report 2015

In January 2015, CK Life Sciences further broadened its

vineyard portfolio through the acquisition of three of

McWilliam’s vineyards in Australia. Total consideration for

the acquisition was A$15.7 million (approximately

HK$100 million). Like our other vineyard investments,

these vineyards are backed by the security of long-term

tenancy agreements, and are poised to provide an

immediate and steady recurrent income for the Company.

In May 2015, Accensi Pty Ltd (“Accensi”), the leading toll

manufacturer of crop protection products in Australasia,

opened a new manufacturing facility in Victoria. With

this new facility in the south, and the existing facilities

in Queensland in the north and Western Australia in the

west, Accensi’s customer base has been widened, local

transportation cost optimised, and customer service in

the different regions enhanced.

Other operations reported steady progress and growth

in 2015.

nutrAceuticAl Business

During the year under review, CK Life Sciences’

nutraceutical business reported a 3% increase in turnover,

amounting to HK$2,810.3 million. This result has been

impacted by the weakening of the Australian dollar. Had

the results been recorded in local currencies, a growth of

approximately 11% would have been reported.

Chairman’s Statement (Cont'd)

Businesses in the portfolio performed well during the year:

• InCanada,SantéNaturelleA.G.Ltéeintroducednew

products and started implementing plans to upgrade

packaging, storage and air handling capabilities at its

manufacturing site. It reported encouraging growth

and improvement in market position.

• IntheUnitedStates,VitaquestInternationalHoldings

LLC (“Vitaquest”) responded to increased customer

demand and began implementing plans to automate

its powder and packaging operations, as well as to

increase capacity to handle proprietary products. This

improvement in manufacturing capability has enabled

Vitaquest to capture a bigger share of the market and

achieve satisfactory margin and profit improvement.

• InAustralia,LipaPharmaceuticalsLimited(“Lipa”)

has further moved to vertically integrate its

materials sourcing business. During the year, it

also benefited from increased customer demand

in overseas markets, particularly China, reporting

solid growth in sales and profit contribution. It also

commenced its initiative to increase the capacity

for the manufacturing of tablets and to expand

the packaging capabilities. Lipa was also named by

Complementary Medicines Australia in 2015 as the

“Manufacturer of the Year” for the third time in the

last four years.


PhArmAceuticAl r&d

CK Life Sciences’ R&D initiatives continued to make

steady progress in 2015. During the year, an expenditure

of HK$183.1 million of research funding was incurred

to support these activities; the expenses of which were

reflected in the Consolidated Income Statement for the

year under review.

1. Polynoma LLC commenced the second part of

Phase III US FDA-approved clinical trial

Polynoma LLC has commenced the second part of

the Phase IIIUSFDA(UnitedStatesFoodandDrug

Administration)-allowed clinical trial for the cancer

vaccine which was developed for the treatment of

melanoma. The first patient was dosed in January

2015, and approximately 200 patients have been

enrolled to date in this part of the trial.

2. WEX Pharma’s discussions with Health Canada on

Phase III clinical trial data are in progress

In regards to WEX Pharmaceuticals Inc.’s tetrodotoxin

(“TTX”)-based cancer pain management product,

advanced discussions with Health Canada on the

Phase III clinical trial data are in progress.

3. WEX Pharma commenced planning for TTX’s

Phase III clinical trial in the United States for the

treatment of chemotherapy-induced neuropathic pain

IntheUnitedStates,subsequenttoanEnd-of-PhaseII

clinical trial meeting with the FDA, the overall

planning for TTX’s Phase III clinical trial has begun.

ProsPects

We are optimistic about the future prospects of CK Life

Sciences.

The recent acquisitions of the vineyards in the agriculture-

related business have strengthened our investment

portfolio and boosted our income flow.

The continued organic growth and stable performance

of our existing businesses are poised to continue to

strengthen our revenue stream.

On the R&D front, research activities have progressed

well. Adequate funding will continue to be deployed to

support our R&D projects.

Going forward, we will carry on leveraging our sound

fundamentals to strengthen our investment portfolio and

enhance our profitability. In addition, we will seek new

opportunities to acquire assets that will further propel

our growth.

I would like to take this opportunity to thank our

shareholders, Board of Directors and staff for their

confidence and continued support over the years.

li tzar Kuoi, Victor Chairman

Hong Kong, 14 March 2016

5Annual Report 2015

Agriculture-related Business

Business Review

CK Life Sciences’ agriculture-related business continued to make steady progress in 2015. The Company further broadened its vineyard portfolio through the acquisition of three of McWilliam’s vineyards in Australia.

Vineyards

Amgrow

Accensi

cheetham salt

CK Life Sciences is the second largest vineyard owner in Australia and New Zealand.

Business Review (Cont’d)


VineyardsCK Life Sciences is the second largest vineyard owner in

Australasia. It has two vineyard portfolios:

Belvino Portfolio

In 2011, CK Life Sciences acquired 72.26% of Challenger

Wine Trust (“CWT”), a listed Australian unit trust

for A$33.08 million (approximately HK$260 million).

Following the acquisition, CWT was de-listed and

renamed Belvino Investments Trust (“Belvino”). Belvino’s

portfolio includes 16 vineyards and considerable irrigation

water entitlements, covering around 5,580 hectares of

land in Australasia.

other Vineyards

CK Life Sciences has another portfolio which features

vineyards that are wholly owned. These include three

McWilliam’s vineyards that were recently acquired;

Mud House Vineyards which were acquired in 2014;

NorthbankMillenniumVineyardwhichwasacquiredin

2013; three vineyards in Margaret River acquired in 2012;

and the Qualco West Vineyard purchased in 2011.

The three McWilliam’s vineyards in Australia were

acquired in January 2015 for A$15.7 million

(approximately HK$100 million). They comprise the

HanwoodVineyardinGriffith,NewSouthWales;

and the Station & Kirkgate Vineyards in Coonawarra,

South Australia, both of which are Australia’s key

wine regions. The vineyards have a total land area of

about 700 hectares, and a planted area of about

650 hectares.

The McWilliam’s vineyards are purchased from and

leased back to the award-winning McWilliam’s Wines

Group, one of Australia’s oldest family-owned wine

making companies on a long-term tenancy agreement.

TheMudHouseVineyardsinNewZealandwasacquired

in 2014. They comprise the Woolshed Vineyard in

Marlborough; the Mound Vineyard, the Home Vineyard,

and the Deans Vineyard in Waipara; as well as the Claim

Vineyard in Otago. It has a total land area of about

600 hectares, and a planted area of about 390 hectares.

The vineyards are situated in the key wine-growing

regionsintheSouthIslandofNewZealandandare

famous for producing premium wine.

TheNorthbankMillenniumVineyardspansover

175 hectares of land, and has a planted area of about

130 hectares. The Marlborough area, where the vineyard

islocated,isNewZealand’slargestwine-growingregion,

and is hailed as one of the premium wine regions in

the world.

The three vineyards in Margaret River are located in a

premium wine-growing region 3 hours south of Perth in

Western Australia. Comprising the Old Land Vineyard,

the Rowe Road Vineyard and the Lionels Vineyard,

the three vineyards cover a total planted area of

approximately 185 hectares.

The Qualco West Vineyard spans around 510 hectares

of land, and is located in the Riverland wine region

in South Australia, the country’s largest wine grape

producing region.

The majority of CK Life Sciences’ vineyards are backed by

the security of long-term tenancy agreements, generating

steady cashflows for the Company.

9Annual Report 2015

Cheetham SaltIn February 2013, CK Life Sciences expanded into the

salt industry through the acquisition of Cheetham Salt

Limited (“Cheetham”).

Cheetham is Australasia’s largest producer and refiner of

salt. With a history dating back to 1888, Cheetham has a

leading market share in Australia and a significant market

positioninNewZealandviaitsjointventureinterests.

Cheetham’s salt fields and refineries occupy about

9,300 hectares (approximately 1 billion sq. ft.) of

leasehold and freehold land in Australia and

NewZealand,ofwhicharound90%isinAustralia.

With a production capacity of approximately

800,000 tonnes of crude salt, Cheetham has the ability

to convert up to 600,000 tonnes of crude salt into

refined salt per year.

Cheetham sells its products domestically in Australia,

NewZealandandIndonesia,andexportstoJapan,

Taiwan, South Korea and China. In Australia,

Cheetham’s salt is mainly used in: i) chlor-alkali processes

for the production of a number of products, including

medications, detergents, cosmetics, PVC pipes and solar

panels; ii) food; iii) ingredient in stockfeed; iv) swimming

pool; and v) hides treatment.

Cheetham is the largest producer and refiner of salt in Australia and New Zealand.

Cheetham sells its products domestically in Australia, New Zealand and Indonesia, and exports to Japan, Taiwan, South Korea and China.



Duringtheyear,Cheetham’sDominionSaltinNew

Zealandreceivedtheinternationallyrecognised

ISO 22000:2005 and Food Safety System

Certification 22000 for Pure Dried Vacuum (PDV)

food products. This certification puts Dominion Salt’s

food safety standards at the highest recognised level,

making it the sole ISO 22000 FSSC accredited PDV salt

manufacturer and pharmaceutical grade salt producer

in the Southern Hemisphere.

11Annual Report 2015

Amgrow

Amgrow Pty Ltd (“Amgrow”) is an Australian business

which serves the country’s home garden, golf and turf,

horticulture, as well as pest and broadacre markets

through four discrete business units: (i) home garden;

(ii) agriculture/horticulture; (iii) golf and turf; and

(iv) pest control.

Amgrow serves Australia’s home garden, golf and turf, horticulture, as well as pest and broadacre markets.



AccensiAccensi Pty Ltd (“Accensi”) is the largest Australian

independent toll manufacturer of crop protection

products. It manufactures a wide range of products

for both local and multinational companies. Additional

services provided by Accensi include technical formulation

development, storage and distribution services to serve its

clients’ needs.

In May 2015, Accensi opened a new manufacturing

facility in Victoria. With this new facility in the south,

and the existing facilities in Queensland in the north and

Western Australia in the west, Accensi’s customer base

has been widened, local transportation cost optimised,

and customer service in the different regions enhanced.

Mr. H L Kam, President and Chief Executive Officer of CK Life Sciences (right), together with Cr. Darryn Lyons, Mayor of the City of Greater Geelong (left), and Ms. Sarah Henderson MP, Member for Corangamite, Victoria (centre), celebrated the opening ceremony of Accensi’s new manufacturing facility.

Accensi is the largest Australian independent toll manufacturer of crop protection products.

In February 2012, Amgrow acquired and consolidated

Peaty Trading Group (“Peaty”), a vertically integrated

producer, wholesaler and distributor with over 55 years

of operating history in plant protection, specialty fertiliser

and pest control products.

Further to the acquisition, Amgrow has become the

largest supplier of products and services in Australia’s

professional golf and turf management industry, a

leading supplier in Australia’s home garden products

industry, and Australia’s second largest supplier of

products and services in the pest management industries.

During the year, Amgrow achieved a steady progress

and growth.


Nutraceutical Business

Business Review

santé naturelle A.g.

Vitaquest

lipa

CK Life Sciences’ portfolio of nutraceuticaloperationsinNorthAmerica, Australia and Asia performed well during the year.

Santé Naturelle A.G.Founded in 1946 by renowned naturopathy expert,

Mr.AdrienGagnon,SantéNaturelleA.G.Ltée(“Santé

Naturelle”)isoneofthelargestandmostestablished

naturalhealthcompaniesinQuébec,Canada.Offeringa

range of around 150 products under the brand, Adrien

Gagnon,SantéNaturelleissynonymouswithexceptional

qualityandhasrepeatedlysetthebarinQuébecforits

superior health products in terms of value, selection and

brand recognition.

Duringtheyear,SantéNaturelleintroducednew

products and began executing plans to upgrade

packaging, storage and air handling capabilities at its

manufacturing site. The company reported encouraging

growth and improvement in market position.

OutsideofCanada,SantéNaturelleexportsinto

international markets including Hong Kong and a

number of Middle Eastern countries. The company will

continue to explore new market opportunities particularly

in East Asia.

Santé Naturelle is one of the largest and most established natural health companies in Québec, Canada.



VitaquestVitaquest International Holdings LLC (“Vitaquest”) is a

leading custom contract nutraceutical manufacturer in

theUnitedStates,producingqualityhealthsupplements

for prominent clients in multi-level marketing and

nutritional product distribution. The product formats

manufactured by Vitaquest include tablets, capsules,

powders and pouches. The company offers multiple

packaging options ranging from bottles and canisters to

vials and blister packs.

Vitaquest also provides customers with value-added

services and complete turnkey solutions, including

product concept development, formulation, label design,

packaging and regulatory compliance support.

In response to increased customer demand, Vitaquest

began implementing plans to automate its powder

and packaging operations, as well as increase capacity

to handle proprietary products. This improvement in

manufacturing capability has enabled Vitaquest to

capture a bigger market share and achieve satisfactory

margin and profit improvement.

Vitaquest is a leading custom contract nutraceutical manufacturer in the United States.


LipaLipa Pharmaceuticals Limited (“Lipa”) is Australia’s largest

contract manufacturer of complementary healthcare

medicines, vitamins and nutritional supplements. It also

manufactures a range of non-sterile prescription and

over-the-counter medicines.

Lipa’s customers include many well recognised brands of

nutritionalsupplementsforsaleinAustralia,NewZealand

and a number of selected Asian markets.

During the year, Lipa has further vertically integrated

its materials sourcing business. Increased customer

demand for sales to overseas markets, particularly

China, contributed to solid growth in sales and profit.

Initiatives to increase the capacity for the manufacturing

of tablets and expansion of packaging capabilities have

also commenced.

In 2015, Lipa was named by Complementary Medicines

Australia as the “Manufacturer of the Year” for the third

time in the past four years.

Lipa is the largest contract manufacturer of complementary healthcare medicines, vitamins and nutritional supplements in Australia.

Lipa was named by Complementary Medicines Australia as the “Manufacturer of the Year” in 2015.



Pharmaceutical Business

CK Life Sciences’ pharmaceutical operations focus primarily on cancer and cancer-related conditions. Its R&D initiatives continued to make progress in 2015.

WeX Pharmaceuticals

Polynoma

Business Review

PolynomaBasedintheUnitedStates,PolynomaLLC(“Polynoma”)

is an oncology-focused subsidiary of CK Life Sciences.

It is currently developing a therapeutic vaccine for the

treatmentofmelanoma.Usingacombinationofantigens

from three proprietary melanoma cell lines, the vaccine is

intended to stimulate the body’s immune system to fight

skin cancer.

Polynoma has initiated the second part of the Phase III

USFDA(UnitedStatesFoodandDrugAdministration)-

allowed clinical trial for the cancer vaccine. The first

patient was dosed in January 2015, and approximately

200 patients have been enrolled to date in this part of

the trial.

Polynoma, an oncology-focused subsidiary of CK Life Sciences, is currently developing a therapeutic vaccine for the treatment of melanoma.



WEX PharmaceuticalsWEX Pharmaceuticals Inc. (“WEX Pharma”) is a

Vancouver-based, wholly-owned subsidiary of CK Life

Sciences focused on developing innovative drug products

to treat pain. WEX Pharma’s lead product based on

tetrodotoxin (“TTX”), a naturally-occurring sodium

channel blocking compound found primarily in puffer

fish, is being developed to provide relief for various

chronic pain conditions.

WEX Pharma is a wholly-owned subsidiary of CK Life Sciences focused on developing innovative drug products to treat pain.

In 2015, advanced discussions with Health Canada on

the Phase III clinical trial data are in progress.

IntheUnitedStates,subsequenttoanEnd-of-PhaseII

clinical trial meeting with the FDA, WEX Pharma

commenced planning for TTX’s Phase III clinical trial for

the treatment of chemotherapy-induced neuropathic pain.


CK Life Sciences is an international life sciences company that is dedicated to enhancing the quality of life through

improving human health and the environment in which we live.

The Company’s business currently involves the research and development, commercialisation, marketing, and sale of

products which fall into three core categories – nutraceuticals, pharmaceuticals and agriculture-related. Its operations

spanAsia,Australasia,andNorthAmerica.

To maximise the potential of its businesses, CK Life Sciences will continue to pursue its three-pronged strategy

for on-going development:

Long Term Development Strategy

Facilitate organic growth

To nurture organic growth from its existing portfolio, CK Life Sciences

strives to increase its operating efficiencies, and broaden its sales

as well as manufacturing capabilities. The Company also

endeavours to extend its product range, penetrate further

into its existing markets, and expand its geographical

coverage so as to enhance its pace of expansion.

continue Acquisition efforts

Based upon a solid financial foundation, CK Life Sciences

will continue to seek new investment opportunities

around the world. The Company targets quality mature

businesses that offer stable income, immediate returns,

and recurring cashflow. In considering potential

acquisitions, projects that offer synergies with existing

operations are preferred.

intensify Pace of research and commercialisation of Products

CK Life Sciences will aggressively accelerate the

pace of development and commercialisation of its

pharmaceutical products to bring more effective

health solutions to the community.


25Annual Report 2015 25Annual Report 2015

Financial Summary

Year ended 31 December

2011 2012 2013 2014 2015

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Consolidated results summary

Turnover 3,511,563 4,545,022 4,970,927 4,954,043 4,919,309

Profit attributable to

shareholders of the Company 125,826 176,331 229,008 263,558 284,912

As at 31 December

2011 2012 2013 2014 2015

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Consolidated statement of

financial position summary

Non-current assets 6,624,522 6,870,090 7,332,998 7,297,108 6,677,617

Current assets 2,185,713 2,429,873 2,886,780 3,000,242 2,918,519

Current liabilities (922,279) (1,178,104) (2,215,741) (1,142,482) (2,444,571)

Non-current liabilities (2,255,398) (2,398,161) (2,803,742) (4,279,899) (2,812,981)

Total net assets 5,632,558 5,723,698 5,200,295 4,874,969 4,338,584

Equity attributable to

shareholders of the Company 5,368,759 5,463,812 4,976,937 4,662,648 4,178,595

Non-controlling interests of

subsidiaries 263,799 259,886 223,358 212,321 159,989

Total equity 5,632,558 5,723,698 5,200,295 4,874,969 4,338,584


Financial Review

FinAnCiAl ResouRCes, liquiDitY AnD tReAsuRY PoliCies

In 2015, the financial and liquidity position of the Group continued to be sound and healthy. It was financed

mainly from internal sources such as cash generated from business activities as well as other sources such as

borrowings from banks and major shareholders.

The financing from banks and major shareholders was mainly for the acquisition of the Group’s overseas

businesses as well as providing general working capital. As at 31 December 2015, the total borrowings from

banks and major shareholders amounted to HK$2,834.9 million and HK$1,356.0 million, respectively. Most of

these borrowings were made on a floating interest rate basis and were granted based on some committed terms

by, with or without the guarantees of, the Company. As at 31 December 2015, certain assets of the Group’s

overseas subsidiaries with carrying value of HK$1,113.5 million were pledged as part of the security for bank

borrowings totalling HK$585.9 million. The total finance costs of the Group for the year were HK$104.9 million.

At the end of 2015, the total assets of the Group were about HK$9,596.1 million, of which bank balances and

time deposits were about HK$840.8 million and treasury investments were about HK$223.1 million. The bank

interest generated for the year was HK$3.1 million. The total gain arising from the Group’s investment segment

for the year was HK$45.0 million.

The total net assets of the Group as at 31 December 2015 were HK$4,338.6 million, representing HK$0.45 per

share. The net debt to net total capital ratio of the Group as at 31 December 2015 was approximately 43.58%,

which is calculated as the Group’s net borrowings over the aggregate of the Group’s total equity and net

borrowings. For this purpose, the Group defines net borrowings as total borrowings (including bank borrowings,

finance lease obligations and other borrowings) less cash, bank balances and time deposits.

The Group’s treasury function operates as a centralised service for managing financial risks, including interest rate

and foreign exchange risks, and for providing cost efficient funding to the Group. The Group manages its interest

rate exposure with a focus on reducing the Group’s overall cost of debt and exposure to interest rates fluctuation.

It would monitor its overall net debt position closely, review its funding costs and maturity profile regularly and

take necessary actions to facilitate refinancing whenever appropriate.

MAteRiAl ACquisitions/DisPosAls AnD signiFiCAnt investMents

There was no material acquisition/disposal of investments during the year under review.

The Group has always been investing significantly in research and development activities. Such investment

amounted to about HK$183.1 million in 2015.

CAPitAl CoMMitMents AnD FutuRe PlAns FoR MAteRiAl investMents oR CAPitAl Assets

As of 31 December 2015, the total capital commitments by the Group amounted to HK$60.6 million which were

mainly made up of contracted/authorised commitments in respect of the acquisition of plant and equipment, and

maintenance of vineyards.


Financial Review (Cont’d)

inFoRMAtion on eMPloYees

The total number of full-time employees of the Group was 1,745 as at 31 December 2015, and is 70 more than

the total headcount of 1,675 as at 31 December 2014. The total staff costs, including directors’ emoluments,

amounted to approximately HK$929.9 million for the year under review, which represents an increase of 2% as

compared to the previous year.

The Group’s remuneration policies and fringe benefits remained basically the same as before. The Group would

ensure the pay levels of its employees are competitive and its employees are rewarded on a performance related

basis within the general framework of the Group’s salary and bonus system.

Contingent liAbilities

The Group did not have any significant contingent liabilities as at 31 December 2015 (2014: Nil).


Directors and Key Personnel

DiReCtoRs’ biogRAPHiCAl inFoRMAtion

li tzar Kuoi, victor, aged 51, has been the Chairman of the Company since 2002. He has been a member of

the Remuneration Committee of the Company since March 2005. He is the Group Co-Managing Director and

Deputy Chairman of CK Hutchison Holdings Limited, and the Managing Director and Deputy Chairman and

the Chairman of Executive Committee of Cheung Kong Property Holdings Limited. He is also a Director of

Cheung Kong (Holdings) Limited (“CKH”) and Hutchison Whampoa Limited (“HWL”). He is also the Chairman

of Cheung Kong Infrastructure Holdings Limited, a Non-executive Director of Power Assets Holdings Limited

and HK Electric Investments Manager Limited (“HKEIM”) as the trustee-manager of HK Electric Investments, a

Non-executive Director and the Deputy Chairman of HK Electric Investments Limited and Co-Chairman of Husky

Energy Inc. Except for CKH, HWL and HKEIM, all the companies/investment trust mentioned above are listed in

Hong Kong or overseas. Mr. Victor Li is also the Deputy Chairman of Li Ka Shing Foundation Limited, Li Ka Shing

(Overseas) Foundation and Li Ka Shing (Canada) Foundation, and a Director of The Hongkong and Shanghai

Banking Corporation Limited. Mr. Victor Li serves as a member of the Standing Committee of the 12th National

Committee of the Chinese People’s Political Consultative Conference of the People’s Republic of China. He is

also a member of the Commission on Strategic Development of the Hong Kong Special Administrative Region

and Vice Chairman of the Hong Kong General Chamber of Commerce. Mr. Victor Li is the Honorary Consul of

Barbados in Hong Kong. He holds a Bachelor of Science degree in Civil Engineering, a Master of Science degree

in Civil Engineering and an honorary degree, Doctor of Laws, honoris causa (LL.D.). Mr. Victor Li is a son of

Mr. Li Ka-shing, a substantial shareholder of the Company within the meaning of Part XV of the Securities and

Futures Ordinance (“SFO”), and a nephew of Mr. Kam Hing Lam, the President and Chief Executive Officer of the

Company. Mr. Victor Li is also a director of certain companies which have interests in the shares of the Company

which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO,

and a director of certain companies controlled by certain substantial shareholders of the Company.

KAM Hing lam, aged 69, is the President and Chief Executive Officer of the Company responsible for overall

strategic direction and key operating decisions. He has been instrumental in the formation of the Group. He has

been with the Group since its establishment in December 1999 and has played a leading role in developing the

Group’s corporate direction and strategic vision, and in guiding the Group in pursuit of its corporate business

and operational objectives. Mr. Kam is Deputy Managing Director of CK Hutchison Holdings Limited, and Deputy

Managing Director and Member of Executive Committee of Cheung Kong Property Holdings Limited. He is also

a Director of Cheung Kong (Holdings) Limited and Hutchison Whampoa Limited. He is also the Group Managing

Director of Cheung Kong Infrastructure Holdings Limited. Except for CKH and HWL, all the companies mentioned

above are listed companies. Mr. Kam is also the Chairman of Hui Xian Asset Management Limited, the manager of

Hui Xian Real Estate Investment Trust which is listed in Hong Kong. He is an Advisor of the 12th Beijing Municipal

Committee of the Chinese People’s Political Consultative Conference of the People’s Republic of China. He holds

a Bachelor of Science degree in Engineering and a Master’s degree in Business Administration. Mr. Kam is an

uncle of Mr. Li Tzar Kuoi, Victor, the Chairman of the Company. Mr. Kam is also a director of certain substantial

shareholders of the Company within the meaning of Part XV of the SFO, and a director of certain companies

controlled by a substantial shareholder of the Company.


Directors and Key Personnel (Cont’d)

iP tak Chuen, edmond, aged 63, is the Senior Vice President and Chief Investment Officer of the Company

responsible for the investment activities of the Group. He joined the Cheung Kong Group in 1993 and the Group

in December 1999. He is Deputy Managing Director of CK Hutchison Holdings Limited, and Deputy Managing

Director and Member of Executive Committee of Cheung Kong Property Holdings Limited. He is also a Director of

Cheung Kong (Holdings) Limited. In addition, he is an Executive Director and Deputy Chairman of Cheung Kong

Infrastructure Holdings Limited and a Non-executive Director of ARA Asset Management Limited, TOM Group

Limited, Real Nutriceutical Group Limited and Shougang Concord International Enterprises Company Limited.

Except for CKH, all the companies mentioned above are listed companies. Mr. Ip is also a Non-executive Director

of Hui Xian Asset Management Limited, the manager of Hui Xian Real Estate Investment Trust which is listed

in Hong Kong. He holds a Bachelor of Arts degree in Economics and a Master of Science degree in Business

Administration. Mr. Ip is also a director of certain companies which have interests in the shares of the Company

which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO,

and a director of certain companies controlled by certain substantial shareholders of the Company.

Yu Ying Choi, Alan Abel, aged 60, is the Vice President and Chief Operating Officer of the Company responsible

for the commercial activities of the Group, including manufacturing and marketing of all product applications.

He holds a Bachelor of Arts degree and a Master’s degree in Business Administration. Mr. Yu has held a number

of positions in multinational corporations, including Standard Chartered Bank, Dairy Farm and American Express,

in Hong Kong and overseas. Prior to joining the Group in January 2000, he was a Worldwide Vice President with

Johnson & Johnson.

CHu Kee Hung, aged 71, is the Vice President and Chief Scientific Officer of the Company responsible for the

technology and product development activities of the Group. He holds a Bachelor of Science from The Chinese

University of Hong Kong, a Master of Science degree and a Doctor of Philosophy degree both from The University

of California at Berkeley. He began working for the Group in January 2001. Prior to joining the Group, he has

held a variety of senior positions in major corporations such as General Electric and the Cheung Kong Group, and

has over 22 years’ experience in technology project management in the United States, Mainland China and Hong

Kong.

tulloCH, Peter Peace, aged 72, serves as the Chairman and Non-executive Director of each of Victoria

Power Networks Pty Ltd, SA Power Networks and Australian Gas Networks Limited. He is also Chairman and a

Non-executive Director of both Powercor Australia Limited and CitiPower Pty. He also holds directorships in certain

companies controlled by certain substantial shareholders of the Company within the meaning of Part XV of the

SFO. Mr. Tulloch is a Fellow of the Institute of Canadian Bankers and has spent more than 30 years in Asia. He

was appointed a Non-executive Director of the Company in April 2002.



KWoK eva lee, aged 74, currently serves as the Chair and Chief Executive Officer of Amara Holdings Inc.

(“Amara”). Mrs. Kwok also acts as an Independent Director for Husky Energy Inc., an Independent Non-executive

Director of Cheung Kong Infrastructure Holdings Limited and a Director of Li Ka Shing (Canada) Foundation

(“LKS Canada Foundation”). Mrs. Kwok also sits on the Compensation Committee and Corporate Governance

Committee of Husky Energy Inc. and the Audit Committee of Cheung Kong Infrastructure Holdings Limited.

Except for Amara and LKS Canada Foundation, all the companies mentioned above are listed companies.

She also holds directorships in certain companies controlled by certain substantial shareholders of the Company

within the meaning of Part XV of the SFO. In addition, she was an Independent Director of Bank of Montreal,

a listed company, and previously sat on the Audit Committee and Pension Fund Society of the Bank of Montreal,

the Nominating and Governance Committee of Shoppers Drug Mart Corporation, the Independent Committee

of Directors and Human Resources Committee of Telesystems International Wireless (TIW) Inc., the Independent

Committee of Directors and the Corporate Governance Committee of Fletcher Challenge Canada Ltd., the Audit

and Corporate Governance Committees of Clarica Life Insurance Company, the Corporate Governance Committee

of Air Canada, the Innovation Saskatchewan (IS) Board of Directors and the Saskatchewan-Asia Advisory Council

of Saskatchewan. Mrs. Kwok was appointed an Independent Non-executive Director of the Company in June

2002. She is a member of the Audit Committee and the Remuneration Committee of the Company, and has been

appointed as the Chairman of the Remuneration Committee of the Company on 1 January 2012.

Russel, Colin stevens, aged 75, is the founder and Managing Director of Emerging Markets Advisory Services

Ltd., a company which provides advisory services to organisations on business strategy and planning, market

development, competitive positioning and risk management. Mr. Russel is also Managing Director of EMAS (HK)

Limited. He is also an Independent Non-executive Director of Cheung Kong Infrastructure Holdings Limited, ARA

Asset Management Limited and Husky Energy Inc., all being listed companies. He also holds directorships in

certain companies controlled by certain substantial shareholders of the Company within the meaning of Part XV

of the SFO. He was the Canadian Ambassador to Venezuela, Consul General for Canada in Hong Kong, Director

for China of the Department of Foreign Affairs, Ottawa, Director for East Asia Trade in Ottawa, Senior Trade

Commissioner for Canada in Hong Kong, Director for Japan Trade in Ottawa, and was in the Trade Commissioner

Service for Canada in Spain, Hong Kong, Morocco, the Philippines, London and India. He was Project Manager

for RCA Ltd in Liberia, Nigeria, Mexico and India and electronic equipment development engineer in Canada with

RCA Ltd and in Britain with Associated Electrical Industries. Mr. Russel received his Bachelor’s degree in Electronics

Engineering and his Master’s degree in Business Administration from McGill University, Canada. He is a Qualified

Commercial Mediator. Mr. Russel was appointed an Independent Non-executive Director of the Company in

January 2005 and is a member of the Audit Committee and the Remuneration Committee of the Company.



KWAn Kai Cheong, aged 66, is President of Morrison & Company Limited, a business consultancy firm. He

worked for Merrill Lynch & Co., Inc. for over 10 years during the period from 1982 to 1993, with his last

position as President for its Asia Pacific region. He was formerly Joint Managing Director of Pacific Concord

Holding Limited. Mr. Kwan is also an Independent Non-executive Director of HK Electric Investments Limited, HK

Electric Investments Manager Limited as the trustee-manager of HK Electric Investments, Greenland Hong Kong

Holdings Limited, Henderson Sunlight Asset Management Limited (“HSAM”) as the manager of Sunlight Real

Estate Investment Trust, United Photovoltaics Group Limited, Win Hanverky Holdings Limited and Dynagreen

Environmental Protection Group Co., Ltd. and a Non-executive Director of China Properties Group Limited.

Mr. Kwan is also a Director of The Hongkong Electric Company, Limited (“HK Electric”). Except for HKEIM,

HSAM and HK Electric, all the companies/investment trust mentioned above are listed in Hong Kong. He also

holds directorships in certain companies controlled by certain substantial shareholders of the Company within

the meaning of Part XV of the SFO. Mr. Kwan holds a Bachelor of Accountancy (Honours) degree and is a Fellow

of the Hong Kong Institute of Certified Public Accountants, The Institute of Chartered Accountants in Australia

and The Hong Kong Institute of Directors. He completed the Stanford Executive Program in 1992. Mr. Kwan

was appointed an Independent Non-executive Director of the Company in March 2015. He was appointed the

Chairman of the Audit Committee of the Company in May 2015.



KeY PeRsonnel’s biogRAPHiCAl inFoRMAtion

HONG KONG

CHAn Chi tat, Wesley, aged 44, is Finance Director of the Company. Mr. Chan holds an Executive Master

of Business Administration degree from The Chinese University of Hong Kong and a Bachelor of Business

Administration degree from The University of Hong Kong. He is a Certified Public Accountant of the Hong Kong

Institute of Certified Public Accountants, and a Fellow of The Association of Chartered Certified Accountants.

Mr. Chan has over 20 years of experience in finance and auditing in Mainland China and the Asia Pacific

Region. He has held a number of senior finance positions in various multinational corporations, including

PricewaterhouseCoopers. Prior to joining the Company in August 2015, Mr. Chan was Controller of the Greater

China Region of PepsiCo Inc. in Shanghai.

CHen lucas, aged 55, is Agribusiness Director of the Company. He holds a Master of Science degree in Business

Administration from The University of British Columbia, Canada, and a Bachelor of Science degree in Engineering

from Shanghai Jiao Tong University, China. He has over 20 years of experience in the engineering, investment

and agriculture fields. Prior to joining the Company in June 2000, he was General Manager of Shanghai YongSun

Modern Agriculture Development Company, a Chinese joint venture company.

Ho Wai Man, bonita, aged 50, is Business Development Director of the Company. She holds a Master of

Business Administration degree from Richard Ivey School of Business, The University of Western Ontario, Canada,

and a Bachelor of Commerce degree in Accounting from The University of Birmingham, UK. She is also a

Chartered Financial Analyst of the CFA Institute. Ms. Ho has 20 years of experience in corporate finance in both

Hong Kong and Canada. She has worked in a number of multinational corporations, including Midland Walwyn

Capital (now known as Merrill Lynch Canada), Bankers Trust (now known as Deutsche Bank) and Hong Kong

Exchanges and Clearing Ltd. Prior to joining the Company in February 2004, she was Associate Director of the

Hong Kong Branch of Rabobank.

Hon King sang, Dennis, aged 61, is Legal Counsel of the Company and has been with the Company since

June 2002. He holds a Master of Laws degree from the University of London, UK, and a Master of Science

degree in Electronic Commerce and Internet Computing from The University of Hong Kong. He is a solicitor of

the High Court of the Hong Kong Special Administrative Region and the Supreme Court of Judicature in England

and Wales. He has over 30 years of legal experience and has held a number of senior positions in various major

corporations, including Jardine Matheson and CEF Holdings Limited.

lAu Ka Chun, John, aged 57, is Finance Director of the Company. Mr. Lau holds a Master of Business

Administration degree from Richard Ivey School of Business, The University of Western Ontario, and a Bachelor

of Arts degree from the University of Toronto, Canada. He is a member of the American Institute of Certified

Public Accountants, and The Institute of Certified Management Accountants, USA. Mr. Lau has over 25 years

of experience in accounting and financial management in Hong Kong, Singapore, USA and Mainland China. He

has held a number of management positions in multinational corporations, including General Electric, Applied

Materials, Rockwell Automation, and WesTrac China. Prior to joining the Company in March 2012, Mr. Lau was

Deputy Chief Financial Officer, Asia Pacific of DTZ.



lee Mai Kuen, Jane, aged 56, is Chief Manager, Personnel & Administration, of the Company. She joined the

Company in March 2002 and has been with the Cheung Kong Group since December 1995. She holds a Master

of Science degree in Training and Human Resource Management from the University of Leicester, UK. She has over

30 years of experience in human resource management gained from working for the Cheung Kong Group and

from multinational research-based pharmaceutical corporations including Glaxo (now known as GlaxoSmithKline)

and Schering-Plough (now known as Merck).

lin Jian-er, John, aged 60, is Director, Product Development, of the Company. He holds a Doctor of Philosophy

degree in Chemical Engineering from the University of Michigan, USA, and has over 30 years of experience in

the research and development of biochemical/chemical processes and products. Dr. Lin has extensive experience

in biotechnology and process optimisation, as well as scale-up and validation for agricultural, environmental,

pharmaceutical and household products. He has held a number of senior positions in leading corporations in the

USA including Celgene Corporation, Technical Resources Inc., and Sybron Biochemicals (now known as Novozymes

Biologicals). Prior to joining the Company in December 2003, he was Director, Process Development & Product

Scale-Up of AgraQuest Inc, USA.

MA Wing shing, Calvin, aged 47, is General Manager, Vital Care Hong Kong Limited. He holds a Master of

Business Administration degree from The Chinese University of Hong Kong, and a Bachelor of Arts degree in

Hospitality Management from The Hong Kong Polytechnic University. Mr. Ma is a seasoned general manager

with over 20 years of marketing and sales experience in major Asian markets. He has worked in a number of

multinational corporations, including Mead Johnson Nutrition, Welch Foods Inc., and Lee Kum Kee. Prior to

joining the Company in September 2015, he was the Managing Director of Ever Health Group (HK) Limited, and

China Country Manager of Welch Foods Inc.

Mo Yiu leung, Jerry, aged 56, is Vice President, Finance, and is responsible for all finance and IT functions of

the Company. Mr. Mo holds a Bachelor of Science degree in Accounting and Data Processing from the University

of Leeds, UK. He is a Fellow of The Institute of Chartered Accountants in England and Wales, and an Associate of

The Institute of Chartered Accountants in Australia, and The Hong Kong Institute of Certified Public Accountants.

He has over 30 years of experience in financial management, accounting and auditing in the manufacturing

sector. He has held a number of senior management positions in major corporations including Peak International,

Pacific Dunlop (Australia) and Price Waterhouse (now known as PricewaterhouseCoopers) UK & Hong Kong.

Prior to joining the Company in October 2005, Mr. Mo was Chief Financial Officer of Fong’s Industries Company

Limited.

tAM, oi lan, irelan, aged 51, is Finance Director of the Company. Ms. Tam holds a Doctor of Business

Administration degree, and Master of Science degrees in Management and Information Systems from The Hong

Kong Polytechnic University. She is a Chartered Global Management Accountant, a fellow member of both The

Chartered Institute of Management Accountants, UK, and the Hong Kong Institute of Certified Public Accountants.

She was the Certified Manager of Quality/Organisational Excellence awarded by the American Society for Quality.

Ms. Tam has over 25 years of experience in financial planning, budgeting and analytics, business integration,

supply-chain optimization, system development and internal control. Prior to joining the Company in September

2015, she was the Vice President, Strategy & Investment of Panther Healthcare, and Director, Policies & Procedures

of Johnson & Johnson Medical Asia Pacific.



toH Kean Meng, Melvin, aged 49, is Vice President, Pharmaceutical Development, of the Company. Dr. Toh has

an MBBS medical degree from the National University of Singapore and is registered with the Singapore Medical

Council and the General Medical Council, UK. He also holds a Master of Science degree in Epidemiology from the

University of London, UK. Dr. Toh has over 25 years of experience in clinical medicine and pharmaceutical research

and development, and has held various management and scientific positions in Asia and the USA. Prior to joining

the Company in January 2008, he was Director of Clinical Pharmacology in Oncology Development at Pfizer

Global R&D, USA, where he headed a team of scientists who were working on the clinical development of new

cancer drugs. In his last role in Singapore prior to relocating to the USA, he was Head and Medical Director of the

Pfizer Clinical Research Unit at the Singapore General Hospital.

tong bARnes Wai Che, Wendy, aged 55, is Chief Corporate Affairs Officer and is responsible for the overall

corporate activities of the Company, including public relations and corporate communications. She is also the

Chief Corporate Affairs Officer of Cheung Kong Property Holdings Limited and Cheung Kong Infrastructure Holdings

Limited, as well as the Deputy Chief Executive Officer of Hui Xian Asset Management Limited. Mrs. Barnes is also

a board member of The Community Chest of Hong Kong. She holds a Bachelor of Business Administration degree

from The University of Hawaii at Manoa, USA and has had experience in a number of industries, including hotel,

property, telecommunications, media, infrastructure, retail and energy. She has held a number of senior positions

with major corporations including Wharf Holdings Ltd., Hong Kong Cable Communications Ltd. and Mass Transit

Railway Corporation (now known as MTR Corporation Limited). Prior to joining the Cheung Kong Group, she was

the Managing Director of Bozell Tong Barnes PR. Mrs. Barnes joined the Company in January 2002.

YAn Wai Yin, Kirsty, aged 46, is Internal Audit Manager of the Company. She holds a Master of Business

Administration degree from The University of Manchester, UK, and a Bachelor of Arts degree in Accountancy from

The Hong Kong Polytechnic University. In addition to being recognised as a Certified Internal Auditor, Ms. Yan

was also awarded the Certification in Risk Management Assurance by The Institute of Internal Auditors. She is

also a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants, and a Fellow of The

Association of Chartered Certified Accountants. Ms. Yan has over 20 years of experience in auditing and finance.

She has worked with Ernst & Young and various listed corporations in industries including book publishing,

electronics and telecommunications. Prior to joining the Company in April 2010, she was Senior Manager, Internal

Audit, of Midland Holdings Limited, a leading listed real estate agency.

Yeung, eirene, aged 55, the Company Secretary, has been with the Cheung Kong Group since August 1994 and

she joined the Company in January 2002. Ms. Yeung is a Member of the Executive Committee, General Manager,

Company Secretarial Department and the Company Secretary of Cheung Kong Property Holdings Limited. She is

also the Company Secretary of Cheung Kong Infrastructure Holdings Limited. All the companies mentioned above

are listed companies. Ms. Yeung is a Non-executive Director of ARA Asset Management (Fortune) Limited, the

manager of Fortune Real Estate Investment Trust (listed in Hong Kong and Singapore). She is also the Alternate

Director to Mr. Kam Hing Lam, the Group Managing Director of Cheung Kong Infrastructure Holdings Limited.

She is a solicitor of the High Court of the Hong Kong Special Administrative Region and of the Senior Courts of

England and Wales. She is also a fellow member of The Hong Kong Institute of Directors, The Hong Kong Institute

of Chartered Secretaries and The Institute of Chartered Secretaries and Administrators.



OVERSEAS

bARbeR, Paul, aged 52, is Chief Executive Officer of Accensi Pty Ltd., and is responsible for the Company’s crop

protection business in Australia. Mr. Barber is a graduate of the Harvard Business School Advanced Management

Programme, and has had high level experience in all facets of the agricultural industry within Australia,

New Zealand and Asia. Some of the key executive roles he has held include Group General Manager of Elders

Ltd., General Manager Australia of Incitec Pivot Ltd. and General Manager, Strategy and Business Development of

AWB Landmark. In addition to his executive roles, he has also held a number of directorships in related Australian

agricultural businesses including Hifert Australia, Australian Wool Handlers, B&W Rural and Chairman of PlantTech

Seeds.

bARRington-CAse, Angus, aged 41, is General Manager of Regenal Investments Pty Ltd. He is responsible for

managing the Company’s vineyard portfolio in Australia and New Zealand. Mr. Barrington-Case holds a Bachelor

of Business (Property) degree from the University of South Australia. In addition to being recognised as a Certified

Practicing Property Valuer and Specialist Water Valuer with the Australian Property Institute, he is also a member

of the Royal Institute of Chartered Surveyors (RICS). He has substantial experience valuing agricultural and post

farm gate infrastructure assets across Australia. He has previously held positions with Taylor Brooke, McGees

Property and most recently Colliers International as the National Director of Rural and Agribusiness Valuation,

supervising a team of rural property valuers across Australia.

FRAnKel, Keith, aged 51, is Chief Executive Officer and Director of Vitaquest International LLC. Mr. Frankel is

responsible for the Company’s health supplements contract manufacturing operations in the USA. He graduated

from the American University, USA, with a Bachelor’s degree in Marketing. Prior to the acquisition of Vitaquest

International by the Company, Mr. Frankel had served as President and CEO of Vitaquest since 1996 as well as

Vice President of Marketing and Sales since 1986. A pioneer in direct marketing and electronic media, Mr. Frankel

developed and directed substantial sales through a variety of distribution channels, including electronic retailing,

infomercials and direct to consumer marketing. Mr. Frankel has received numerous commendations in his service

to the direct selling, sports nutrition and electronic retailing industries.

gAllen, Christopher, aged 65, is Chief Executive Officer of WEX Pharmaceuticals Inc. He holds Doctorates in

Medicine and Philosophy from the Emory University, USA, and trained in psychiatry at the Stanford University,

USA, and neurology at the University of California, San Diego, USA. After an academic career at The Scripps

Research Institute contributing to proving human cerebral plasticity, Dr. Gallen joined the contract research

organisation industry at Quintiles, created and led Premier Research Worldwide to a public listing on NASDAQ.

He subsequently held senior clinical roles at Wyeth and Pharmacia, and was the Chief Executive Officer of

Neuromed who took the company public on NASDAQ via a merger. Prior to joining WEX Pharmaceuticals Inc., he

was Chief Executive Officer of SK Biopharmaceuticals, Korea, and led its turn-around. Throughout his career,

Dr. Gallen has contributed to several important product registrations that focused on the central nervous system

and pain.



lAM, leon aged 58, is Chief Executive Officer and Director of Australian Agribusiness (Holdings) Pty Ltd. He

joined Australian Agribusiness in August 2015, and is responsible for coordinating the Group’s activities in various

agricultural sectors, including Amgrow and Accensi. Mr. Lam holds a Bachelor’s degree in Social Sciences from The

University of Hong Kong. He is a member of Hong Kong Institute of the Certified Public Accountants, Institute of

Chartered Accountants in England and Wales and CPA Australia. Mr. Lam also holds Master’s degrees in Business

Administration, Information Systems, Applied Finance, Electronic Commerce and Fashion and Textiles. He has held

a number of management positions in major corporations, and was Chief Financial Officer of the Group from

2000 to 2005.

MAllon, Patrick, aged 55, is Chief Operating Officer of Polynoma LLC. Mr. Mallon is responsible for the

management of preclinical, clinical development and operations, regulatory affairs, CMC/manufacturing,

commercial development and quality functions of the Company. He joined Polynoma in 2011. Mr. Mallon holds a

Bachelor’s degree in Medical Technology from The University of Arizona, USA. He has extensive senior and C-level

executive experience in the pharmaceutical, medical device and life sciences industries with expertise in product

design, development and commercialisation of new, cutting-edge technologies, products and services. He has a

successful track record in building organisations in both start-up and Fortune 500 companies.

oPACiC, bob, aged 60, is Chief Executive Officer of Amgrow Pty Ltd. and is responsible for the Company’s

operations which serve the agriculture, horticulture, golf and turf, and home garden markets in Australia. A

Master of Business Administration graduate, Mr. Opacic holds a Postgraduate Diploma in Finance and a Diploma

in Accounting. He is also an associate of The Institute of Chartered Secretaries and Administrators. In 1996,

Mr. Opacic was appointed General Manager of Envirogreen Pty Ltd., one of Amgrow Pty Ltd’s constituent

companies which was a joint venture between Brambles and CSR. He has extensive experience in all facets of the

manufacturing and distribution industries, having previously spent over 20 years with Ashland Inc. in various posts

around the world.

PeJnoviC, Dusko, aged 56, is Chief Executive Officer of Lipa Pharmaceuticals Ltd. and is responsible for the

Company’s health supplements and OTC pharmaceuticals operations in Australia. He joined Lipa in June 2006

and took over the role of Chief Executive Officer in August 2007 prior to the acquisition of Lipa by the Company

in November 2007. He holds a Master’s degree in Business Administration and a Bachelor’s degree in Chemistry.

He is a Fellow of the Australian Institute of Management, the current President and Board Member of the

Complementary Medicines Australia. Mr. Pejnovic has extensive senior executive management experience gained

from working for various large and medium-sized, local and multinational corporations engaged in a diverse range

of businesses, including pharmaceuticals, foods, confectionery, industrial FMCG, and B2B services.



RoY, Daniel, aged 45, is General Manager of Santé Naturelle Adrien Gagnon Ltd. and is responsible for the

Company’s health supplements operation in Canada. He joined Santé Naturelle Adrien Gagnon Ltd. in November

2012. Mr. Roy holds a Master’s degree in Industrial Engineering and a Bachelor’s degree in Administration. He has

extensive executive management experience gained from working for over 15 years in the cosmetics industry.

sPeeD, Andrew, aged 42, is Chief Executive Officer of Cheetham Salt Ltd. He was appointed National Sales &

Marketing Manager for Cheetham Salt in July 2007, and was appointed Chief Executive Officer in June 2008. Prior

to joining Cheetham Salt, Mr. Speed worked for Orica Ltd. in a range of National Sales and Product Management

roles. He holds a Master’s degree in Business Administration and a Bachelor’s degree in Science. He has extensive

experience in the food, agricultural and industrial sectors.

tong, victor, aged 65, is Chief Financial Officer of CK Life Sciences (North America) Inc., and Executive

Vice President of Vitaquest International LLC. He oversees the accounting, financial reporting and financial

management functions of the Company’s North American subsidiaries and associate companies. Mr. Tong

holds a Master of Business Administration degree from the York University, Canada, and a Bachelor of Business

Administration degree from the University of Wisconsin, USA. He was a lecturer at the York University’s M.B.A.

program, and has been qualified as a professional accountant in the province of Ontario, Canada. Prior to joining

the Company, Mr. Tong spent over 18 years in investment banking in Canada, working with global firms such as

BMO Nesbitt Burns, HSBC and Deloitte. His areas of specialisation are corporate finance as well as mergers and

acquisitions.


Report of the Directors

The Directors have pleasure in presenting to shareholders their report together with the audited financial

statements of the Group for the year ended 31 December 2015.

PRinCiPAl ACtivities

The principal activities of the Company are investment holding and the activities of its subsidiaries are research

and development, manufacturing, commercialisation, marketing and selling of health and agriculture-related

products as well as investment in various financial and investment products.

business RevieW

A fair review of the Group’s businesses, and an indication of likely future development in the Group’s businesses

are provided in the Business Review and Chairman’s Statement on pages 6 to 23 and pages 2 to 5 of this Annual

Report respectively. An analysis of the Group’s performance using financial key performance indicators is set out

in the Financial Summary on page 25 and Financial Review on pages 26 to 27. A description of the principal risks

and uncertainties facing the Group can be found in the Risk Factors on pages 161 to 165. The above discussions

form part of the Report of the Directors.

The Group is committed to employment practices that provide equal opportunity for all qualified individuals fit for

the job irrespective of creed, ethnicity or gender. We seek to provide fair compensation based on job requirements

and performance, where possible with reference to market benchmarks and performance reviews. Our relationship

with the largely non-unionised workforce is open and engaging. Where unions are involved, we have regular

dialogue with them to ensure all concerns are addressed effectively to the satisfaction of all, and enterprise

agreements are in place to improve understanding and remove uncertainty about terms and conditions. We

provide training to employees not only to ensure proper discharge of their duties in the safest and most effective

manner in compliance with policy and guidelines, but also to enhance their skills and knowledge to enhance

contribution to the Group’s development. We frequently provide assistance to employees for outside training

relevant to their positions.

Many of the Group’s businesses depend on the timely supply of quality materials and services. We maintain strong

and open relationships with our suppliers, providing feedback on our needs and their performance in meeting

them. We seek the best value from suppliers by providing clear specifications, obtaining proposals in open and

fair processes and paying fair prices. We hold our suppliers to the high standards to which we hold our own

operations.

We maintain high consciousness of our responsibility to the environment. Employees are required to adhere

to standard operating procedures which seek to ensure full compliance with regulations regarding discharge,

contamination and the handling of dangerous goods. We work proactively with environmental agencies to

improve practices and policies to minimise the environmental impact of our operations. Where feasible, we adopt

environmentally friendly practices, including the use of sustainable alternative sources of energy ranging from

solar panels to wind turbines, and recycling waste materials either on-site or through vendors.


Report of the Directors (Cont’d)

Many of the group’s activities are subject to regulation by agencies such as the Food and Drug Administration

(FDA) in the United States, the Therapeutic Goods Administration in Australia and Health Canada. We maintain

high awareness of, and comply with, the agencies’ requirements; are cooperative in their on-site inspections

and proactively implement recommended improvements where necessary. We proactively maintain an open and

constructive relationship with regulatory agencies in the implementation of our clinical trial plans.

Our customers are the reason for our existence and we engage in open and frequent dialogue with them about

their needs and our ability to meet them. In addition to conducting surveys to capture those aspects of our service

and products most relevant and valuable to customers, we are rolling out customer relationship management

programmes to enhance the quality and continuity of relationships. Customers also regularly undertake audit

visits to our facilities to determine our continued ability to supply them with quality products and services up

to their required standards. In the case of tenants which lease our vineyards, we maintain regular contact and

conduct periodic site visits to ensure compliance with lease obligations. We also provide capital for renewal and

improvement of facilities and infrastructure to maintain vineyard productivity.

Results AnD APPRoPRiAtions

Results of the Group for the year ended 31 December 2015 are set out in the Consolidated Income Statement on

page 51.

The Directors recommend the payment of a final dividend of HK$0.009 per share which represents the total

dividend for the year.

gRouP FinAnCiAl suMMARY

Results, assets and liabilities of the Group for the last five years are summarised on page 25.

DiReCtoRs

The Directors of the Company in office at the date of this report are listed on page 166 and their biographical

information is set out on pages 28 to 31.

On 24 March 2015, Mr. Kwan Kai Cheong was appointed as an Independent Non-executive Director of the

Company.

On 15 May 2015, Professor Wong Yue-chim, Richard retired as an Independent Non-executive Director of the

Company.

In accordance with the Company’s Articles of Association, the Directors of the Company (including Non-executive

Directors) shall be subject to retirement by rotation at each annual general meeting. Mr. Li Tzar Kuoi, Victor,

Mr. Ip Tak Chuen, Edmond and Mr. Colin Stevens Russel will retire from office and, being eligible, offer themselves

for re-election at the forthcoming annual general meeting.

Each of the Independent Non-executive Directors had made an annual confirmation of independence pursuant to

Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing

Rules”). The Company considered that all Independent Non-executive Directors meet the independence guidelines

set out in Rule 3.13 of the Listing Rules and are independent in accordance with the terms of the guidelines.



ARRAngeMent to PuRCHAse sHARes oR DebentuRes

At no time during the year was the Company or its subsidiary a party to any arrangements which enabled any

Director to acquire benefits by means of the acquisition of shares in or debentures of the Company or of any

other body corporate.

DiReCtoRs’ inteRests in tRAnsACtions, ARRAngeMents oR ContRACts

Save as otherwise disclosed under the section headed “Continuing Connected Transactions”, no transactions,

arrangements or contracts of significance to which the Company or its subsidiary was a party and in which a

Director or an entity connected with a Director has a material interest was entered into or subsisted at any time

during the year.

DiReCtoRs’ seRviCe ContRACts

None of the Directors of the Company has a service contract with the Company which is not determinable by the

Company within one year without payment of compensation (other than statutory compensation).

PeRMitteD inDeMnitY PRovision

The Company’s Articles of Association provides that every Director shall be entitled to be indemnified out of the

assets of the Company against all losses or liabilities incurred or sustained by him/her as a Director in defending

any proceedings, whether civil or criminal, in which judgment is given in his/her favour, or in which he/she is

acquitted. A Directors Liability Insurance is in place to protect the Directors against potential costs and liabilities

arising from claims brought against the Directors.



DiReCtoRs’ inteRests AnD sHoRt Positions in sHARes, unDeRlYing sHARes AnD DebentuRes

As at 31 December 2015, the interests or short positions of the Directors and chief executives of the Company

in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the

meaning of Part XV of the Securities and Futures Ordinance (“SFO”)) which were notified to the Company and

The Stock Exchange of Hong Kong Limited (“Stock Exchange”) pursuant to Divisions 7 and 8 of Part XV of the

SFO (including interests or short positions which they were taken or deemed to have under such provisions of

the SFO), or which were recorded in the register required to be kept by the Company under Section 352 of the

SFO, or which were required, pursuant to the Model Code for Securities Transactions by Directors adopted by the

Company (“Model Code”), to be notified to the Company and the Stock Exchange, were as follows:

Long positions in the shares of the Company

number of ordinary shares

Name of Director CapacityPersonal Interests

Family Interests

Corporate Interests Total

Approximate % of Shareholding

Li Tzar Kuoi, Victor Beneficial owner & interest of controlled corporations

2,250,000 – 2,835,759,715(Note)

2,838,009,715 29.52%

Kam Hing Lam Interest of child or spouse – 6,225,000 – 6,225,000 0.06%

Ip Tak Chuen, Edmond Beneficial owner 2,250,000 – – 2,250,000 0.02%

Yu Ying Choi, Alan Abel Beneficial owner 2,250,000 – – 2,250,000 0.02%

Chu Kee Hung Beneficial owner 2,250,000 – – 2,250,000 0.02%

Peter Peace Tulloch Beneficial owner 1,050,000 – – 1,050,000 0.01%

Kwok Eva Lee Beneficial owner 200,000 – – 200,000 0.002%

Note:

Such 2,835,759,715 shares are held by two subsidiaries of Li Ka Shing Foundation Limited (“LKSF”). By virtue of the terms of the constituent documents of LKSF, Mr. Li Tzar Kuoi, Victor may be regarded as having the ability to exercise or control the exercise of one-third or more of the voting power at the general meetings of LKSF.

Save as disclosed above, none of the Directors or chief executives of the Company had, as at 31 December 2015,

any interests or short positions in the shares, underlying shares and debentures of the Company or any of its

associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the

Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short

positions which they were taken or deemed to have under such provisions of the SFO), or which were recorded

in the register required to be kept by the Company under Section 352 of the SFO, or which were required to be

notified to the Company and the Stock Exchange pursuant to the Model Code.



inteRests AnD sHoRt Positions oF sHAReHolDeRs

So far as is known to any Director or chief executive of the Company, as at 31 December 2015, shareholders (other

than Directors or chief executives of the Company) who had interests or short positions in the shares or underlying

shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3

of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section

336 of the SFO were as follows:

(1) Long positions of substantial shareholders in the shares of the Company

Name CapacityNumber of

Ordinary SharesApproximate % of Shareholding

Gold Rainbow Int’l Limited Beneficial owner 4,355,634,570 45.31%

Gotak Limited Interest of a controlled corporation

4,355,634,570(Note i)

45.31%

Cheung Kong (Holdings) Limited Interest of controlled corporations

4,355,634,570(Note ii)

45.31%

CK Hutchison Holdings Limited Interest of controlled corporations

4,355,634,570(Note iii)

45.31%

Trueway International Limited Beneficial owner 2,119,318,286 22.05%

Li Ka Shing Foundation Limited Interest of controlled corporations

2,835,759,715(Note iv)

29.50%

Li Ka-shing Interest of controlled corporations

2,835,759,715(Note v)

29.50%



(2) Long positions of other persons in the shares of the Company

Name CapacityNumber of

Ordinary SharesApproximate % of Shareholding

Triluck Assets Limited Beneficial owner 716,441,429 7.45%

Notes:

i. This represents the same block of shares in the Company as shown against the name of Gold Rainbow Int’l Limited (“Gold Rainbow”) above. Since Gold Rainbow is wholly-owned by Gotak Limited, Gotak Limited is deemed to be interested in the same number of shares in which Gold Rainbow was interested under the SFO.

ii. As Gotak Limited is wholly-owned by Cheung Kong (Holdings) Limited (“Cheung Kong Holdings”), Cheung Kong Holdings is deemed to be interested in the same number of shares which Gotak Limited is deemed to be interested under the SFO.

iii. As Cheung Kong Holdings is wholly-owned by CK Hutchison Holdings Limited (“CK Hutchison”), CK Hutchison is deemed to be interested in the same number of shares which Cheung Kong Holdings is deemed to be interested under the SFO.

iv. Trueway International Limited (“Trueway”) and Triluck Assets Limited (“Triluck”) are wholly-owned by LKSF and LKSF is deemed to be interested in a total of 2,835,759,715 shares under the SFO, being the aggregate of the shares in which Trueway and Triluck were interested as shown against the names Trueway and Triluck above.

v. By virtue of the terms of the constituent documents of LKSF, Mr. Li Ka-shing may be regarded as having the ability to exercise or control the exercise of one-third or more of the voting power at the general meetings of LKSF. Mr. Li Ka-shing is deemed to be interested in the same number of shares in which LKSF is deemed to be interested as mentioned above under the SFO.

Save as disclosed above, as at 31 December 2015, the Company had not been notified by any persons (other than

Directors or chief executives of the Company) who had interests or short positions in the shares or underlying

shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3

of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section

336 of the SFO.

DiReCtoRs’ inteRests in CoMPeting businesses

During the year, the interests of Directors in the businesses which compete or are likely to compete, either directly

or indirectly, with the businesses of the Group (the “Competing Business”) as required to be disclosed pursuant to

the Listing Rules were as follows:

(1) Core business activities of the Group

(i) Research and development, manufacturing, commercialisation, marketing and selling of health and

agriculture-related products; and

(ii) Investment in various financial and investment products.



(2) Interests in Competing Business

Name of Director Name of Company Nature of InterestCompeting Business (Note)

Li Tzar Kuoi, Victor CK Hutchison Holdings Limited (listed on The Stock Exchange of Hong Kong Limited and replaced the listing status of Cheung Kong (Holdings) Limited since 18 March 2015)

Group Co-Managing Director and Deputy Chairman *

(i) & (ii)

Hutchison Whampoa Limited (privatised by way of a scheme of arrangement on 3 June 2015)

Director # (i) & (ii)

Cheung Kong Infrastructure Holdings Limited Chairman (ii)

Power Assets Holdings Limited Non-executive Director (ii)

Kam Hing Lam CK Hutchison Holdings Limited (listed on The Stock Exchange of Hong Kong Limited and replaced the listing status of Cheung Kong (Holdings) Limited since 18 March 2015)

Deputy Managing Director (i) & (ii)

Hutchison Whampoa Limited (privatised by way of a scheme of arrangement on 3 June 2015)

Director # (i) & (ii)

Cheung Kong Infrastructure Holdings Limited Group Managing Director (ii)

Ip Tak Chuen, Edmond CK Hutchison Holdings Limited (listed on The Stock Exchange of Hong Kong Limited and replaced the listing status of Cheung Kong (Holdings) Limited since 18 March 2015)

Deputy Managing Director (i) & (ii)

Cheung Kong Infrastructure Holdings Limited Executive Director and Deputy Chairman

(ii)

TOM Group Limited Non-executive Director (ii)

AVIC International Holding (HK) Limited Non-executive Director ^ (ii)

Shougang Concord International Enterprises Company Limited

Non-executive Director (ii)

ARA Asset Management Limited Non-executive Director (ii)

Real Nutriceutical Group Limited Non-executive Director (i)

Note: Such businesses may be conducted through subsidiaries, associated companies or by way of other forms of investments.

* With effect from 3 June 2015, Mr. Li Tzar Kuoi, Victor has been re-designated as Group Co-Managing Director and Deputy Chairman of CK Hutchison Holdings Limited.

# With effect from 8 June 2015, Mr. Li Tzar Kuoi, Victor and Mr. Kam Hing Lam have been re-designated as Director of Hutchison Whampoa Limited.

^ With effect from 23 June 2015, Mr. Ip Tak Chuen, Edmond has resigned as a Non-executive Director of AVIC International Holding (HK) Limited.

Save as disclosed above, none of the Directors is interested in any business apart from the Group’s businesses which competes or is likely to compete, either directly or indirectly, with businesses of the Group.



Continuing ConneCteD tRAnsACtions

The following transactions of the Group constituted continuing connected transactions of the Group during the

year ended 31 December 2015 under the Listing Rules:

(1) Lease Agreements

On 1 March 2005 and 5 May 2009, Vitaquest International LLC (“Vitaquest”), a subsidiary of the Company,

entered into lease agreements (“Lease Agreements”) (as defined and more particularly described in the

announcements of the Company dated 30 March 2006 (the “VQ Announcement I”) and 5 May 2009

(the “VQ Announcement II”, and together with VQ Announcement I, collectively referred to as the “VQ

Announcements”)) with Leknarf Associates, LLC (“Leknarf”), under which (i) three leases in respect of

the Premises (as defined and more particularly described in the VQ Announcement I) from Leknarf or its

predecessor were renewed for a term of fifteen years commencing from 1 March 2005; and (ii) a lease

in respect of the Premises (as defined and more particularly described in the VQ Announcement II) from

Leknarf commenced from 1 May 2009 and expires on 28 February 2020 (hereinafter collectively referred to

as the “Continuing Connected Transactions I”). The rents payable for the respective lease under the Lease

Agreements for each subsequent lease year shall be the rents for the prior lease year increased at the fixed

rate of 2% per annum. As at the dates of the VQ Announcements, the annual rentals for the leases under

the Lease Agreements were approximately US$228,000 (approximately HK$1,774,000), approximately

US$1,127,000 (approximately HK$8,768,000), approximately US$551,000* (approximately HK$4,287,000)

and US$616,000 (approximately HK$4,804,800) respectively. The annual fixed rent and other expenses

(including real estate taxes, operating expenses, utility expenses and costs of maintenance) payable during

the term of the lease described in VQ Announcement II cannot exceed the relevant annual caps set out

below:

For the year ended/ending 31 December (in US$’000)

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

493 749 764 779 795 811 827 844 860 878 895 150

During the year 2015, the rentals paid to Leknarf for the leases under the Lease Agreements amounted

to US$271,708 (HK$2,119,000), US$1,340,387 (HK$10,455,000), US$0* (HK$0) and US$689,176

(HK$5,376,000) respectively. The rents for the leases under the Lease Agreements have the same payment

terms and are to be paid by monthly instalments in advance on the first day of each and every calendar

month during the lease period. Leknarf is an associate of an individual investor, who is a director and

chief executive officer of a non wholly-owned subsidiary of the Company. Leknarf is therefore a connected

person of the Company under the Listing Rules. According to Rule 14A.60(1) of the Listing Rules, the Lease

Agreements are subject to the reporting and disclosure requirements under Chapter 14A of the Listing

Rules.

* On 1 June 2011, an agreement was entered into by Vitaquest, Leknarf and an independent third party under which Vitaquest, with the consent of Leknarf, assigned this lease agreement dated 1 March 2005 to the independent third party.

Details of the Continuing Connected Transactions I were disclosed in the VQ Announcements.



(2) Supply Agreement

The Existing HIL Supply Agreement (as defined and more particularly described in the announcement of the

Company dated 19 December 2014 (the “Supply Announcement”)) had expired on 31 December 2014.

On 19 December 2014, the Company entered into a New HIL Supply Agreement (as defined and more

particularly described in the Supply Announcement) with Hutchison International Limited (“HIL”), an

associate of CK Hutchison Holdings Limited under the Listing Rules, a substantial shareholder of the

Company, under which (a) the Company agreed to continue to provide and/or procure members of the

Group to provide the Products (as defined in the Supply Announcement) to the HIL Group (as defined in

the Supply Announcement) for a term of three years commencing from 1 January 2015 to 31 December 2017;

and (b) HIL agreed to continue to purchase and/or procure members of the HIL Group (in respect of

those members of the HIL Group in which HIL is directly or indirectly interested so as to exercise or control

the exercise of 30% to 50% of the voting power at any general meeting of such companies, to procure

with reasonable endeavours only) to purchase the Products from the Group for sale and distribution by the

HIL Group both locally and overseas on a non-exclusive basis. In connection with the supply of the Products

by the Group to the HIL Group, relevant members of the Group may make the Sales Related Payments (as

defined in the Supply Announcement) to relevant members of the HIL Group, which are expected to include

advertising and promotional fees and royalties, display rentals, upfront payments or premium and/or such

other payments (including without limitation, payments for consultancy, management and/or merchandising

services to be rendered by the HIL Group) (all transactions mentioned above being collectively referred to as

the “Continuing Connected Transactions II”).

The Continuing Connected Transactions II cannot exceed the relevant annual caps set out below:

Annual caps (in HK$)

Category of the Continuing

Connected Transactions IIFor the year ended 31 December 2015

For the year ending 31 December 2016

For the year ending 31 December 2017

Transactions under or pursuant to the New HIL Supply Agreement:

(a) the value of the Products to be provided to the HIL Group;

110,000,000 115,500,000 121,275,000

(b) the value of the Sales Related Payments payable by the Group

17,000,000 17,850,000 18,742,500

During the year 2015, the value of the Products provided by the Group to the HIL Group and the value of

the Sales Related Payments paid by the Group to the HIL Group pursuant to the New HIL Supply Agreement

amounted to HK$26,596,000 and HK$2,696,000 respectively. Details of the Continuing Connected

Transactions II were disclosed in the Supply Announcement.



Both the Continuing Connected Transactions I and the Continuing Connected Transactions II (collectively referred

to as the “Continuing Connected Transactions”) have been reviewed by the Independent Non-executive Directors

of the Company. The Independent Non-executive Directors have confirmed that for the year 2015 the Continuing

Connected Transactions were entered into (i) in the ordinary and usual course of business of the Group; (ii) on

normal commercial terms or better; and (iii) according to the agreements governing them on terms that are fair

and reasonable and in the interests of the shareholders of the Company as a whole.

Pursuant to Rule 14A.56 of the Listing Rules, the Company has engaged the auditor of the Company to report

the Continuing Connected Transactions of the Group in accordance with the Hong Kong Standard on Assurance

Engagements 3000 “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information”

and with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong

Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants. The auditor has reported

to the Board and confirmed that for the year 2015 nothing has come to their attention that causes them to

believe that the Continuing Connected Transactions (i) have not been approved by the Board; (ii) have exceeded

the relevant caps; and (iii) the samples that the auditor selected for the Continuing Connected Transactions were

not entered into, in all material respects, in accordance with the relevant agreements governing the transactions

and were not in accordance with the Group’s pricing policies, if applicable.

MAJoR CustoMeRs AnD suPPlieRs

During the year, the Group’s revenue from sales of goods or rendering of services attributable to the Group’s five

largest customers was less than 30% and the Group’s purchases attributable to the Group’s five largest suppliers

were less than 30% of the Group’s purchases.

PRe-eMPtive RigHts

There are no provisions for pre-emptive rights under the Company’s Articles of Association, or the laws of Cayman

Islands, which would oblige the Company to offer new shares on a pro-rata basis to existing shareholders.

PuRCHAse, sAle oR ReDeMPtion oF tHe CoMPAnY’s listeD seCuRities

During the year ended 31 December 2015, neither the Company nor any of its subsidiaries has purchased, sold or

redeemed any of the Company’s listed securities.

equitY-linKeD AgReeMents

For the year ended 31 December 2015, the Company has not entered into any equity-linked agreement, and there

did not subsist any equity-linked agreement entered into by the Company as at 31 December 2015.



MAnAgeMent ContRACts

No contracts concerning to the management and administration of the whole or any substantial part of any

business of the Group were entered into or existed during the year.

suFFiCienCY oF PubliC FloAt

Based on information publicly available to the Company and within the knowledge of the Directors as at the date

of this Annual Report, the Company has maintained the prescribed public float under the Listing Rules.

DisClosuRe unDeR Rule 13.21 oF tHe listing Rules

Ample Castle Limited (“Ample”), an indirect wholly-owned subsidiary of the Company, as borrower and the

Company together with certain indirect wholly-owned subsidiaries of the Company as guarantors, entered

into a facility agreement (the “Agreement”) with Commonwealth Bank of Australia, Singapore Branch (“CBA

Singapore”) on 18 February 2013. Pursuant to the Agreement, a 3-year term loan of US$70 million (the “Facility”)

was granted to Ample by CBA Singapore. As at 31 December 2015, the total outstanding balance of the Facility

amounted to HK$546 million. The Agreement requires at least 44.01% direct or indirect interest in the Company

to be maintained by Cheung Kong Holdings (the Company’s controlling shareholder). The obligations have been

complied with.

AuDit CoMMittee

The Group’s Annual Report for the year ended 31 December 2015 has been reviewed by the audit committee of

the Company (“Audit Committee”). Information on the work of Audit Committee and its composition are set out

in the Code Provision C.3 of the Corporate Governance Report on pages 144 to 147.

AuDitoR

The financial statements for the year have been audited by Messrs. Deloitte Touche Tohmatsu who will retire and

offer themselves for re-appointment at the 2016 annual general meeting.

On behalf of the Board

li tzar Kuoi, victorChairman

Hong Kong, 14 March 2016


Independent Auditor’s Report

TO THE MEMBERS OF

CK liFe sCienCes int’l., (HolDings) inC.(incorporated in the Cayman Islands with limited liability)

We have audited the consolidated financial statements of CK Life Sciences Int’l., (Holdings) Inc. (the “Company”)

and its subsidiaries (collectively referred to as the “Group”) set out on pages 51 to 124, which comprise the

consolidated statement of financial position as at 31 December 2015, and the consolidated income statement,

consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated

statement of cash flows for the year then ended, and a summary of significant accounting policies and other

explanatory information.

DiReCtoRs’ ResPonsibilitY FoR tHe ConsoliDAteD FinAnCiAl stAteMents

The directors of the Company are responsible for the preparation of consolidated financial statements that give a

true and fair view in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute

of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies Ordinance, and for

such internal control as the directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

AuDitoR’s ResPonsibilitY

Our responsibility is to express an opinion on these consolidated financial statements based on our audit and to

report our opinion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other

purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this

report. We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong

Institute of Certified Public Accountants. Those standards require that we comply with ethical requirements and

plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements

are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation

of consolidated financial statements that give a true and fair view in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of

the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion.


Independent Auditor’s Report (Cont’d)

oPinion

In our opinion, the consolidated financial statements give a true and fair view of the financial position of the

Group as at 31 December 2015, and of its financial performance and cash flows for the year then ended in

accordance with Hong Kong Financial Reporting Standards and have been properly prepared in compliance with

the disclosure requirements of the Hong Kong Companies Ordinance.

Deloitte touche tohmatsuCertified Public Accountants

Hong Kong

14 March 2016


Consolidated Income StatementFor the year ended 31 December 2015

2015 2014

Notes HK$’000 HK$’000

Turnover 7 4,919,309 4,954,043

Cost of sales (3,177,462) (3,213,721)

1,741,847 1,740,322

Other income, gains and losses 8 20,857 64,341

Staff costs 9 (491,719) (497,986)

Depreciation (23,027) (22,782)

Amortisation of intangible assets (38,681) (44,271)

Other expenses (811,167) (864,850)

Finance costs 10 (104,889) (109,566)

Share of results of associates and joint ventures 48,221 55,922

Profit before taxation 341,442 321,130

Taxation 11 (72,778) (48,378)

Profit for the year 12 268,664 272,752

Attributable to:

Shareholders of the Company 284,912 263,558

Non-controlling interests of subsidiaries (16,248) 9,194

268,664 272,752

Earnings per share 13

– Basic 2.96 cents 2.74 cents

– Diluted 2.96 cents 2.74 cents


Consolidated Statement of Comprehensive IncomeFor the year ended 31 December 2015

2015 2014

HK$’000 HK$’000

Profit for the year 268,664 272,752

Other comprehensive (expenses)/income

items that may be reclassified subsequently to profit or loss:

Exchange differences arising from translation of foreign operations (614,032) (414,346)

(Loss)/gain on fair value changes of available-for-sale investments (62,802) 25,300

Reclassification adjustment upon disposal of available-for-sale investments (24,236) –

Other comprehensive expenses for the year (701,070) (389,046)

Total comprehensive expenses for the year (432,406) (116,294)

Total comprehensive expenses attributable to:

Shareholders of the Company (394,224) (110,860)

Non-controlling interests of subsidiaries (38,182) (5,434)

(432,406) (116,294)


Consolidated Statement of Financial PositionAs at 31 December 2015

2015 2014


non-current assets

Investment properties 15 991,434 1,141,481

Vines 16 479,927 549,113

Property, plant and equipment 17 1,129,781 1,136,213

Intangible assets 18 3,535,281 3,785,560

Interests in joint ventures 19 303,174 336,159

Available-for-sale investments 20 194,723 314,815

Deferred taxation 30 43,297 33,767

6,677,617 7,297,108

Current assets

Investments at fair value through profit or loss 21 25,041 54,540

Derivative financial instruments 22 3,338 5,207

Tax recoverable 8,734 4,916

Inventories 23 923,382 971,149

Receivables and prepayments 24 1,117,273 985,230

Bank balances and deposits 25 840,751 979,200

2,918,519 3,000,242

Current liabilities

Payables and accruals 26 (910,958) (946,291)

Derivative financial instruments 22 (2,707) (4,479)

Bank borrowings 27 (1,431,864) (128,629)

Finance lease obligations 28 (425) (346)

Taxation (98,617) (62,737)

(2,444,571) (1,142,482)

net current assets 473,948 1,857,760

total assets less current liabilities 7,151,565 9,154,868


Consolidated Statement of Financial Position (Cont’d)As at 31 December 2015

2015 2014


non-current liabilities

Bank borrowings 27 (1,403,000) (2,871,858)

Finance lease obligations 28 (1,092) (847)

Other borrowings 29 (1,356,000) (1,356,000)

Deferred taxation 30 (52,889) (51,194)

(2,812,981) (4,279,899)

total net assets 4,338,584 4,874,969

Capital and reserves

Share capital 31 961,107 961,107

Share premium and reserves 3,217,488 3,701,541

equity attributable to shareholders of the Company 4,178,595 4,662,648

Non-controlling interests of subsidiaries 159,989 212,321

total equity 4,338,584 4,874,969

li tzar Kuoi, victor ip tak Chuen, edmondDirector Director

14 March 2016


Consolidated Statement of Changes in EquityFor the year ended 31 December 2015

Attributable to shareholders of the Company

share

capital

share

premium

investment

revaluation

reserve

Asset

revaluation

reserve

translation

reserve

employee

share-based

compensation

reserve

other

reserves

Retained

earnings subtotal

Attributable to

non-controlling

interests of

subsidiaries total

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

At 1 January 2014 961,107 3,993,767 34,114 34,379 (390,892) 2,502 (182,045) 524,005 4,976,937 223,358 5,200,295

Profit for the year – – – – – – – 263,558 263,558 9,194 272,752

Exchange differences arising from

translation of foreign operations – – – – (399,718) – – – (399,718) (14,628) (414,346)

Gain on fair value changes of

available-for-sale investments – – 25,300 – – – – – 25,300 – 25,300

Total comprehensive income/(expenses)

for the year – – 25,300 – (399,718) – – 263,558 (110,860) (5,434) (116,294)

Addition in interests in subsidiaries – – – – – – (136,879) – (136,879) 10,519 (126,360)

Capitalisation of loans from

non-controlling shareholders of

a subsidiary – – – – – – – – – 30,212 30,212

Disposal of a subsidiary classified

as held for sale – – – – 728 – – – 728 (33,084) (32,356)

Employees’ share option lapsed – – – – – (2,502) – 2,502 – – –

Dividends paid to the shareholders of

the Company – 2013 final dividend

HK$0.007 per share – (67,278) – – – – – – (67,278) – (67,278)

Dividends distributed to non-controlling

interests of a subsidiary – – – – – – – – – (13,250) (13,250)

At 1 January 2015 961,107 3,926,489 59,414 34,379 (789,882) – (318,924) 790,065 4,662,648 212,321 4,874,969

Profit/(loss) for the year – – – – – – – 284,912 284,912 (16,248) 268,664

Exchange differences arising from

translation of foreign operations – – – – (592,098) – – – (592,098) (21,934) (614,032)

Loss on fair value changes of

available-for-sale investments – – (62,802) – – – – – (62,802) – (62,802)

Reclassification adjustment upon

disposal of available-for-sale

investments – – (24,236) – – – – – (24,236) – (24,236)

Total comprehensive (expenses)/income

for the year – – (87,038) – (592,098) – – 284,912 (394,224) (38,182) (432,406)

Addition in interests in subsidiaries – – – – – – (12,941) – (12,941) 7,866 (5,075)

Dividends paid to the shareholders of

the Company – 2014 final dividend

HK$0.008 per share – (76,888) – – – – – – (76,888) – (76,888)

Dividends distributed to non-controlling

interests of subsidiaries – – – – – – – – – (22,016) (22,016)

At 31 December 2015 961,107 3,849,601 (27,624) 34,379 (1,381,980) – (331,865) 1,074,977 4,178,595 159,989 4,338,584


Consolidated Statement of Cash FlowsFor the year ended 31 December 2015

2015 2014


Profit before taxation 341,442 321,130Share of profit of associates and joint ventures (48,221) (55,922)Finance costs 104,889 109,566Depreciation 88,510 92,032Net gain on available-for-sale investments (51,168) –Net gain on investments at fair value through profit or loss (32,225) (17,798)Net loss on derivative financial instruments 1,869 931Gain on disposal of a subsidiary classified as held for sale – (1,712)Loss on disposal of associates – 12,361Loss on disposal of investment properties 5,697 –Loss on disposal of vines 7,006 –(Gain)/loss on disposal of property, plant and equipment (491) 1,769Gain on disposal of intangible assets (368) –Interest income (3,450) (7,655)Amortisation of intangible assets 38,681 44,271Unrealised loss/(gain) on fair value changes of investment properties 86,488 (91,765)Unrealised loss on fair value changes of vines 6,715 91,174Impairment/(recovery of impairment) of intangible assets 5,490 (3,356)Net impairment of trade receivables 6,600 9,747Net recovery of impairment of other receivables – (18,481)Inventories written off 10,108 16,812

Operating cash flows before working capital changes 567,572 503,104Increase in inventories (31,301) (69,017)(Increase)/decrease in receivables and prepayments (204,582) 27,227Increase/(decrease) in payables and accruals 12,578 (113,532)Profits tax paid (40,560) (23,259)

Net cash from operating activities 303,707 324,523

investing activitiesPurchases of investment properties (84,484) (210,725)Purchases of vines (16,594) (138,326)Purchases of property, plant and equipment (195,666) (140,861)Additions to intangible assets (47,306) (5,603)Proceeds from disposal of investment properties 4,255 –Proceeds from disposal of vines 5,579 –Proceeds from disposal of property, plant and equipment 2,924 3,470Proceeds from disposal of intangible assets 9,723 1,353Disposal of a subsidiary classified as held for sale 38 – 19,657Proceeds from disposal of associates – 753Net proceeds from disposal of available-for-sale investments 84,222 –Net proceeds from disposal of investments at fair value through profit or loss 61,724 7,183Dividends received from joint ventures 41,702 41,405Interest received 3,450 7,655

Net cash used in investing activities (130,471) (414,039)


Consolidated Statement of Cash Flows (Cont’d)For the year ended 31 December 2015

2015 2014


Financing activities

New bank borrowings raised 12,163 1,073,227

Repayment of bank borrowings (97,280) (468,000)

Finance leases obligations repaid (981) (901)

Interest paid (105,238) (110,327)

Acquisition of additional interests in subsidiaries (5,075) (126,360)

Dividend distributed to non-controlling interests of subsidiaries (17,734) (17,169)

Dividend distributed to shareholders of the Company (76,888) (67,278)

Net cash (used in)/from financing activities (291,033) 283,192

Net (decrease)/increase in cash and cash equivalents (117,797) 193,676

Cash and cash equivalents at beginning of the year 956,761 769,212

Effect of foreign exchange rate changes (18,562) (6,127)

Cash and cash equivalents at end of the year 25 820,402 956,761


Notes to the Consolidated Financial Statements

1. oRgAnisAtion AnD oPeRAtions

The Company was incorporated in the Cayman Islands as an exempted company with limited liability and its

shares are listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). The addresses of its

registered office and principal place of business are disclosed in the section headed “Corporate Information

and Key Dates” of the Group’s annual report.

The consolidated financial statements are presented in Hong Kong dollars, which are the same as the

functional currency of the Company.

The Company acts as an investment holding company. Its subsidiaries are principally engaged in research

and development, manufacturing, commercialisation, marketing and selling of health and agriculture-related

products, as well as investment in a portfolio of vineyards, and various financial and investment products.

Particulars regarding the principal subsidiaries are set out in Appendix I.

2. APPliCAtion oF neW AnD ReviseD Hong Kong FinAnCiAl RePoRting stAnDARDs

In the current year, the Group has adopted, for the first time, a number of new and revised Hong Kong

Financial Reporting Standards (“HKFRSs”), amendments and interpretations (collectively “new and revised

HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).

The adoption of the new and revised HKFRSs had no material impact on the consolidated financial

statements of the Group for the current or prior accounting periods.

The Group has not early applied the following new and revised HKFRSs that have been issued but are not

yet effective:

HKAS 1 (Amendments) Disclosure Initiative1

HKAS 16 and HKAS 38 (Amendments) Clarification of Acceptable Methods of Depreciation and Amortisation1

HKAS 16 and HKAS 41 (Amendments) Agriculture: Bearer Plants1

HKAS 27 (Amendments) Equity Method in Separate Financial Statements1

HKFRS 9 Financial Instruments3

HKFRS 14 Regulatory Deferral Accounts2

HKFRS 15 Revenue from Contracts with Customers3

HKFRS 10 and HKAS 28 (Amendments) Sale or Contribution of Assets between an Investor and its Associate or Joint Venture4

HKFRS 10, HKFRS 12 and HKAS 28 (Amendments)

Investment Entities: Applying the Consolidation Exception1

HKFRS 11 (Amendments) Accounting for Acquisitions of Interests in Joint Operations1

HKFRSs (Amendments) Annual Improvements to HKFRSs 2012-2014 Cycle1

1 Effective for annual periods beginning on or after 1 January 2016, with earlier application permitted2 Effective for first annual HKFRS financial statements beginning on or after 1 January 20163 Effective for annual periods beginning on or after 1 January 2018, with earlier application permitted4 Effective for annual periods beginning on or after a date to be determined


Notes to the Consolidated Financial Statements (Cont’d)

2. APPliCAtion oF neW AnD ReviseD Hong Kong FinAnCiAl RePoRting stAnDARDs (Cont’D)

HKFRS 9 Financial Instruments in 2009 introduced new requirements for the classification and measurement

of financial assets. HKFRS 9 was subsequently amended in 2010 to include requirements for the

classification and measurement of financial liabilities and for derecognition, and in 2013 to include the new

requirements for general hedge accounting. Another revised version was issued in 2014 mainly to include

impairment requirements for financial assets and limited amendments to the classification and measurement

requirements by introducing a “fair value through other comprehensive income” (“FVTOCI”) measurement

category for certain simple debt instruments.

– Under HKFRS 9, all recognised financial assets that are within the scope of HKAS 39 Financial

Instruments: Recognition and Measurement are required to be subsequently measured at amortised

cost or fair value. Specifically, debt investments that are held within a business model whose

objective is to collect the contractual cash flows, and that have contractual cash flows that are solely

payments of principal and interest on the principal outstanding are generally measured at amortised

cost at the end of subsequent accounting periods. Debt instruments that are held within a business

model whose objective is achieved both by collecting contractual cash flows and selling financial

assets, and that have contractual terms of the financial asset give rise on specified dates to cash

flows that are solely payments of principal and interest on the principal amount outstanding, are

measured at FVTOCI. All other debt investments and equity investments are measured at their fair

values at the end of subsequent reporting periods. In addition, under HKFRS 9, entities may make an

irrevocable election to present subsequent changes in the fair value of an equity investment (that is

not held for trading) in other comprehensive income, with only dividend income generally recognised

in profit or loss.

– With regard to the measurement of financial liabilities designated as at fair value through profit or

loss, HKFRS 9 requires that the amount of change in the fair value of the financial liability that is

attributable to changes in the credit risk of that liability is presented in other comprehensive income,

unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive

income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value

attributable to a financial liability’s credit risk are not subsequently reclassified to profit or loss. Under

HKAS 39, the entire amount of the change in the fair value of the financial liability designated as at

fair value through profit or loss was presented in profit or loss.

– In relation to the impairment of financial assets, HKFRS 9 requires an expected credit loss model, as

opposed to an incurred credit loss model under HKAS 39. The expected credit loss model requires

an entity to account for expected credit losses and changes in those expected credit losses at each

reporting date to reflect changes in credit risk since initial recognition. In other words, it is no longer

necessary for a credit event to have occurred before credit losses are recognised.

– The new general hedge accounting requirements retain the three types of hedge accounting

currently available in HKAS 39. Under HKFRS 9, greater flexibility has been introduced to the types

of transactions eligible for hedge accounting, specifically broadening the types of instruments that

qualify for hedging instruments and the types of risk components of non-financial items that are

eligible for hedge accounting. In addition, the retrospective quantitative effectiveness test has been

removed. Enhanced disclosure requirements about an entity’s risk management activities have also

been introduced.



2. APPliCAtion oF neW AnD ReviseD Hong Kong FinAnCiAl RePoRting stAnDARDs (Cont’D)

The Directors of the Company anticipate that the application of HKFRS 9 may affect the classification and

measurement of the Group’s available-for-sale investments and may have an impact on amounts reported in

respect of the Group’s other financial assets and financial liabilities. However, it is not practicable to provide

a reasonable estimate of that effect until a detailed review has been completed.

HKFRS 15 Revenue from Contracts with Customers was issued which establishes a single comprehensive

model for entities to use in accounting for revenue arising from contracts with customers. HKFRS 15 will

supersede the current revenue recognition guidance including HKAS 18 Revenue, HKAS 11 Construction

Contracts and the related Interpretations when it becomes effective. The core principle of HKFRS 15 is that

an entity should recognise revenue to depict the transfer of promised goods or services to customers in

an amount that reflects the consideration to which the entity expects to be entitled in exchange for those

goods or services. Specifically, the Standard introduces a 5-step approach to revenue recognition:

– Step 1: Identify the contract(s) with a customer

– Step 2: Identify the performance obligations in the contract

– Step 3: Determine the transaction price

– Step 4: Allocate the transaction price to the performance obligations in the contract

– Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

Under HKFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when

“control” of the goods or services underlying the particular performance obligation is transferred to the

customer. Far more prescriptive guidance has been added in HKFRS 15 to deal with specific scenarios.

Furthermore, extensive disclosures are required by HKFRS 15.

The Directors of the Company anticipate that the application of HKFRS 15 in the future may affect amounts

reported and related disclosures. However, it is not practicable to provide a reasonable estimate of that

effect until a detailed review has been completed.

The amendments to HKAS 16 Property, Plant and Equipment and HKAS 41 Agriculture define a bearer plant

and require biological assets that meet the definition of a bearer plant to be accounted for as property,

plant and equipment in accordance with HKAS 16, instead of HKAS 41. The produce growing on bearer

plant continues to be accounted for in accordance with HKAS 41.

The Directors of the Company anticipate that the application of the amendments to HKAS 16 and HKAS 41

may affect the classification and measurement of the Group’s vines and may have an impact on amounts

reported and related disclosures. However, it is not practicable to provide a reasonable estimate of that

affect until a detailed review has been completed.

Apart from those mentioned above, the Group is in the process of assessing the impact of the other new

and revised HKFRSs, which are not yet effective, on the Group’s consolidated financial statements.



3. signiFiCAnt ACCounting PoliCies

The consolidated financial statements have been prepared in accordance with the Hong Kong Financial

Reporting Standards issued by the HKICPA. In addition, the consolidated financial statements include

applicable disclosures required by the Rules Governing the Listing of Securities on the Stock Exchange and

by the Hong Kong Companies Ordinance.

The consolidated financial statements have been prepared on the historical cost basis, except for certain

properties and financial instruments, which are measured at revalued amounts or fair values, as explained

in the accounting policies set out below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and

services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date, regardless of whether that price is

directly observable or estimated using another valuation technique. In estimating the fair value of an asset

or a liability, the Group takes into account the characteristics of the asset or liability if market participants

would take those characteristics into account when pricing the asset or liability at the measurement

date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements

is determined on such a basis, except for share-based payment transactions that are within the scope of

HKFRS 2, leasing transactions that are within the scope of HKAS 17, and measurements that have some

similarities to fair value but not fair value, such as net realisable value in HKAS 2 or value in use in HKAS

36.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3

based on the degree to which the inputs to the fair value measurements are observable and the significance

of the inputs to the fair value measurement in its entirety, which are described as follows:

– Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that

the entity can access at the measurement date;

– Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for

the asset or liability, either directly or indirectly; and

– Level 3 inputs are unobservable inputs for the asset or liability.

(a) Basis of consolidation

The consolidated financial statements of the Group incorporate the financial statements of the

Company and entities controlled by the Company (its subsidiaries). Control is achieved when the

Company:

– has power over the investee;

– is exposed, or has rights, to variable returns from its involvement with the investee; and

– has the ability to use its power to affect its returns.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that

there are changes to one or more of the three elements of control listed above.



3. signiFiCAnt ACCounting PoliCies (Cont’D)

(a) Basis of consolidation (Cont’d)

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases

when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary

acquired or disposed of during the year are included in the consolidated income statement from the

date the Group gains control until the date when the Group ceases to control the subsidiary.

Profit or loss and each item of other comprehensive income are attributed to the owners of the

Company and to the non-controlling interests. Total comprehensive income of subsidiaries is

attributed to the owners of the Company and to the non-controlling interests even if this results in

the non-controlling interests having a deficit balance.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their

accounting policies in line with the Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions

between members of the Group are eliminated in full on consolidation.

Changes in the Group’s ownership interests in existing subsidiaries

Changes in the Group’s ownership interests in existing subsidiaries that do not result in the Group

losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts

of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their

relative interests in the subsidiaries. Any difference between the amount by which the non-controlling

interests are adjusted and the fair value of the consideration paid or received is recognised directly in

equity and attributed to the shareholders of the Company.

When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is

calculated as the difference between (i) the aggregate of the fair value of the consideration received

and the fair value of any retained interest and (ii) the previous carrying amount of the assets

(including goodwill) and liabilities of the subsidiary and any non-controlling interests. All amounts

previously recognised in other comprehensive income in relation to that subsidiary are accounted

for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e.

reclassified to profit or loss or transferred to another category of equity as specified/permitted by

applicable HKFRSs). The fair value of any investment retained in the former subsidiary at the date

when control is lost is regarded as the fair value on initial recognition for subsequent accounting

under HKAS 39, when applicable, the cost on initial recognition of an investment in an associate or a

joint venture.




(b) Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that:

– deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with HKAS 12 Income Taxes and HKAS 19 Employee Benefits respectively;

– liabilities or equity instruments related to share-based payment arrangements of the acquiree or the replacement of an acquiree’s share-based payment arrangements with share-based payment arrangements of the Group are measured in accordance with HKFRS 2 Share-based Payment at the acquisition date; and

– assets (or disposal groups) that are classified as held for sale in accordance with HKFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after re-assessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at their fair value or another measurement basis required by another HKFRS.

Where the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with the corresponding adjustments being made against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.




(b) Business combinations (Cont’d)

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with HKAS 39 Financial Instruments: Recognition and Measurement, or HKAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.

When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to its acquisition-date fair value (i.e. the date when the Group obtains control), and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), and additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.

(c) Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation.

On initial recognition, investment properties, which include land, buildings and integral infrastructure, are measured at cost, including any directly attributable expenditure. Subsequent to initial recognition, investment properties are measured at their fair values using the fair value model. Gains or losses arising from changes in the fair value of investment properties are included in profit or loss for the period in which they arise.

An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use or no future economic benefits are expected from its disposal. Any gain or loss arising from derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the profit or loss in the period in which the item is derecognised.

(d) Vines

Vines are biological assets and are initially recorded at cost including transaction costs. Subsequent to initial recognition, the vines are stated at fair value less costs to sell. Gains or losses arising from changes in the fair values of vines less costs to sell are recognised in profit or loss in the year in which they arise.




(e) Property, plant and equipment

Property, plant and equipment, other than freehold land, salt fields and construction in progress, are

stated at cost or fair value less subsequent accumulated depreciation and accumulated impairment

losses, if any. Land and buildings held for use in the supply of goods or services, or for administrative

purpose are stated in the consolidated statement of financial position at their revalued amount,

being the fair value at the date of revaluation less any subsequent accumulated depreciation and any

subsequent accumulated impairment losses.

Any revaluation increase arising from the revaluation of land and buildings and salt fields is

recognised in other comprehensive income and accumulated in the revaluation reserve, except to the

extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss,

in which case the increase is credited to the profit or loss to the extent of the decrease previously

charged. A decrease in net carrying amount arising from the revaluation of an asset is recognised in

profit or loss to the extent that it exceeds the balance, if any, on the revaluation reserve relating to

a previous revaluation of that asset. On the subsequent sale or retirement of a revalued asset, the

attributable revaluation surplus is transferred to retained profits/accumulated losses.

Depreciation is recognised so as to write off the cost or fair value of items of property, plant and

equipment other than freehold land, salt fields and construction in progress over their estimated

useful lives, and after taking into account their estimated residual values, using the straight-line

method, at the following rates per annum:

Leasehold improvement 62/3% to 20%, or over the term of the lease, whichever is shorter

Leasehold land Over the term of the lease

Building 2.5% to 12.5%, or over the term of the lease, whichever is shorter

Laboratory instruments, plant and equipment 4% to 50%

Furniture, fixtures and other assets 5% to 50%

Freehold land and salt fields carried at their revalued amounts, being the fair values at the date of revaluation less any subsequent accumulated impairment losses.

Construction in progress includes property, plant and equipment in the course of construction for

production or for its own use purposes. Construction in progress is carried at cost less any recognised

impairment loss. Construction in progress is classified to the appropriate category of property, plant

and equipment when completed and ready for intended use.

No depreciation is provided on freehold land, salt fields and construction in progress. Depreciation

will commence on the same basis as other assets of the same category when the assets are ready for

their intended use.




(e) Property, plant and equipment (Cont’d)

If an item of property, plant and equipment becomes an investment property because its use has changed as evidenced by end of owner-occupation, any difference between the carrying amount and the fair value of that item at the date of transfer is recognised in other comprehensive income and accumulated in property revaluation reserve. On the subsequent sale or retirement of the asset, the relevant revaluation reserve will be transferred directly to retained profits.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising from the derecognition of the asset (calculated as the difference between the net disposal proceeds and carrying value of the item) is included in the profit or loss in the period in which the item is derecognised.

(f) Intangible assets

i. Development costs

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development activities is recognised if, and only if, all of the following have been demonstrated:

– the technical feasibility of completing the intangible asset so that it will be available for use or sale;

– the intention to complete the intangible asset and use or sell it;

– the ability to use or sell the intangible asset;

– how the intangible asset will generate probable future economic benefits;

– the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

– the ability to measure reliably the expenditure attributable to the intangible asset during its development.

Capitalised development costs are stated at cost less amortisation and impairment losses. Amortisation of development costs is charged to profit or loss on a straight-line basis over the estimated useful lives of the underlying products.

ii. Patents

On initial recognition, patents acquired separately and from business combinations are recognised at cost and at fair value respectively. After initial recognition, patents are carried at cost less accumulated amortisation and any accumulated impairment losses. Amortisation is provided on a straight-line basis over the estimated useful lives of the relevant products of 10 years.




(f) Intangible assets (Cont’d)

iii. Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of

acquisition of the business less any accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s

cash-generating units, or groups of cash-generating units, that are expected to benefit from

the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually

or more frequently whenever there is an indication that the unit may be impaired. If the

recoverable amount of the cash-generating unit is less than the carrying amount of the unit,

the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated

to the unit, and then to the other assets of the unit pro rata based on the carrying amount of

each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss.

An impairment loss recognised for goodwill is not reversed in subsequent periods.

On subsequent disposal of the relevant cash-generating unit, the attributable amount of

goodwill is included in the determination of the amount of profit or loss on disposal.

iv. Trademarks

On initial recognition, trademarks acquired from business combinations are recognised at fair

value at the acquisition date.

v. Water rights

Water rights provide the owner with an allocation of irrigation water for as long as the rights

are held. Water rights that are able to be legally separated from properties and are able to be

traded are recognised separately.

Water rights are recognised at cost less any accumulated impairment losses. The cost is not

amortised as the water licences have indefinite useful lives.

Due to the water rights being used for the provision of permanent planting of crops (vines),

these water rights are held to support the vines and not for regular trading purposes.




(f) Intangible assets (Cont’d)

vi. Other intangible assets (including customer relationships and non-competition agreements)

On initial recognition, other intangible assets acquired from business combinations are

recognised separately from goodwill and are initially recognised at fair value at the acquisition

date. After initial recognition, other intangible assets are carried at cost less accumulated

amortisation and any accumulated impairment losses. Amortisation is recognised on a

straight-line basis over the estimated useful lives of the assets of 3.3 to 10 years.

vii. Impairment of intangible assets with indefinite useful lives

Trademarks and water rights with indefinite useful lives are not amortised but are tested

for impairment annually, and whenever there is an indication that they may be impaired,

by comparing their carrying amounts with their recoverable amounts. An impairment loss

is recognised immediately for the amount by which the asset’s carrying amount exceeds its

recoverable amount. When an impairment loss subsequently reverses, the carrying amount of

the asset is increased to the revised estimate of its recoverable amount, so that the increased

carrying amount does not exceed the carrying amount that would have been determined had

no impairment loss been recognised for the asset in prior years.

(g) Impairment

At the end of the reporting period, the Group reviews the carrying amounts of its tangible and

intangible assets (other than goodwill and intangible assets with indefinite useful lives which are

disclosed in note (f) above) to determine whether there is any indication that those assets have

suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is

estimated in order to determine the extent of the impairment loss (if any). When it is not possible to

estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount

of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of

allocation can be identified, corporate assets are also allocated to individual cash-generating units, or

otherwise they are allocated to the smallest group of cash-generating units for which a reasonable

and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing

value in use, the estimated future cash flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of the time value of money and the risks

specific to the assets for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset/cash-generating unit is estimated to be less than its carrying

amount, the carrying amount of the asset/cash-generating unit is reduced to its recoverable amount.

An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a

revalued amount under another standard, in which case the impairment loss is treated as revaluation

decrease under that standard.




(g) Impairment (Cont’d)

Where an impairment loss subsequently reverses, the carrying amount of an asset/cash-generating

unit is increased to the revised estimate of its recoverable amount, so that the increased carrying

amount does not exceed the carrying amount that would have been determined had no impairment

loss been recognised for the asset/cash-generating unit in prior years. A reversal of an impairment

loss is immediately recognised in profit or loss, unless the relevant asset is carried at a revalued

amount under other standards, in which case the reversal of the impairment loss is treated as a

revaluation increase under that standard.

(h) Investments in associates and joint ventures

An associate is an entity over which the Group has significant influence. Significant influence is the

power to participate in the financial and operating policy decisions of the investee but is not control

or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement

have rights to the net assets of the joint arrangement. Joint control is the contractually agreed

sharing of control of an arrangement, which exists only when decisions about the relevant activities

require unanimous consent of the parties sharing control.

The results and assets and liabilities of associates or joint ventures are incorporated in these

consolidated financial statements using the equity method of accounting, except when the

investment or a portion thereof, is classified as held for sale, in which case it is accounted for

in accordance with HKFRS 5 Non-current Assets Held for Sale and Discontinued Operations. The

financial statements of associates and joint ventures used for equity accounting purposes are

prepared using uniform accounting policies as those of the Group for like transactions and events

in similar circumstances. Under the equity method, investments in associates or joint ventures

are initially recognised in the consolidated statement of financial position at cost and adjusted

thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of

the associates or joint ventures. When the Group’s share of losses of an associate or a joint venture

exceeds the Group’s interest in that associate or joint venture (which includes any long-term interests

that, in substance, form part of the Group’s net investment in the associate or joint venture), the

Group discontinues recognising its share of further losses. Additional losses are recognised only to

the extent that the Group has incurred legal or constructive obligations or made payments on behalf

of the associate or joint venture.

An investment in an associate or a joint venture is accounted for using the equity method from the

date on which the investee becomes an associate or a joint venture. On acquisition of the investment

in an associate or a joint venture, any excess of the cost of investment over the Group’s share of

the net fair value of the identifiable assets, liabilities and contingent liabilities of an associate or

a joint venture recognised at the date of acquisition is recognised as goodwill, which is included

within the carrying amount of the investment. Any excess of the Group’s share of the net fair value

of the identifiable assets and liabilities over the cost of investment, after reassessment, is recognised

immediately in profit or loss in the period in which the investment is acquired.




(h) Investments in associates and joint ventures (Cont’d)

The requirements of HKAS 39 are applied to determine whether it is necessary to recognise any

impairment loss with respect to the Group’s investment in an associate or a joint venture. When

necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment

in accordance with HKAS 36 Impairment of Assets as a single asset by comparing its recoverable

amount (higher of value in use and fair value less costs to sell) with its carrying amount. Any

impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that

impairment loss is recognised in accordance with HKAS 36 to the extent that the recoverable amount

of the investment subsequently increases.

The Group discontinues the use of the equity method from the date when the investment ceases

to be an associate or a joint venture, or when the investment (or a portion thereof) is classified as

held for sale. When the Group retains an interest in the former associate or joint venture and the

retained interest is a financial asset, the Group measures the retained interest at fair value at that

date and the fair value is regarded as its fair value on initial recognition in accordance with HKAS

39. The difference between the carrying amount of the associate or joint venture at the date the

equity method was discontinued, and the fair value of any retained interest and any proceeds from

disposing of a partial interest in the associate or joint venture is included in the determination of

the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for

all amounts previously recognised in other comprehensive income in relation to that associate or

joint venture on the same basis as would be required if that associate or joint venture had directly

disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other

comprehensive income by that associate or joint venture would be reclassified to profit or loss on the

disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit

or loss (as a reclassification adjustment) when the equity method is discontinued.

The Group continues to use the equity method when an investment in an associate becomes an

investment in a joint venture or an investment in a joint venture becomes an investment in an

associate. There is no remeasurement to fair value upon such changes in ownership interests.

When the Group reduces its ownership interest in an associate or a joint venture but the Group

continues to use the equity method, the Group reclassifies to profit or loss the proportionate share

of the gain or loss that had previously been recognised in other comprehensive income relating to

that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the

disposal of the related assets or liabilities.

When a group entity transacts with an associate or a joint venture of the Group (such as a sale

or contribution of assets), profits and losses resulting from the transactions with the associate or

joint venture are recognised in the Group’s consolidated financial statements only to the extent of

interests in the associate or joint venture that are not related to the Group.




(i) Financial instruments

Financial assets and financial liabilities are recognised when a group entity becomes a party to the

contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are

directly attributable to the acquisition or issue of financial assets and financial liabilities (other than

financial assets and financial liabilities at fair value through profit or loss) are added to or deducted

from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair

value through profit or loss are recognised immediately in profit or loss.

All regular way purchases or sales of financial assets are recognised and derecognised on a trade

date basis. Regular way purchases or sales are purchases or sales of financial assets that require

delivery of assets within the time frame established by regulation or convention in the marketplace.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial asset/

liability and of allocating interest income/expense over the relevant period. The effective interest

rate is the rate that exactly discounts estimated future cash receipts/payments (including all fees

and points paid or received that form an integral part of the effective interest rate, transaction costs

and other premiums or discounts) through the expected life of the financial asset/liability, or, where

appropriate, a shorter period to the net carrying amount on initial recognition.

Interest income/expense is recognised on an effective interest basis.

i. Financial assets/liabilities at fair value through profit or loss

The financial assets/liabilities at fair value through profit or loss held by the Group are debt

securities with embedded derivatives not separated, derivative financial instruments and

securities held for trading purpose. They are carried at fair value, with any changes in fair

value arising from remeasurement being recognised in profit or loss. The net gain or loss

recognised in profit or loss excludes any dividend or interest earned on the financial assets or

any interest paid on the financial liabilities.

A financial asset/liability is classified as held for trading if:

– it has been acquired/incurred principally for the purpose of selling/repurchasing in the

near term; or

– on initial recognition it is a part of a portfolio of identified financial instruments that the

Group manages together and has a recent actual pattern of short-term profit-taking; or

– it is a derivative that is not designated and effective as a hedging instrument.




(i) Financial instruments (Cont’d)

i. Financial assets/liabilities at fair value through profit or loss (Cont’d)

A financial asset/liability other than a financial asset/liability held for trading may be

designated as at fair value through profit or loss upon initial recognition if:

– such designation eliminates or significantly reduces a measurement or recognition

inconsistency that would otherwise arise; or

– the financial asset/liability forms part of a group of financial assets or financial liabilities

or both, which is managed and its performance is evaluated on a fair value basis, in

accordance with the Group’s documented risk management or investment strategy, and

information about the grouping is provided internally on that basis; or

– it forms part of a contract containing one or more embedded derivatives, and HKAS 39

permits the entire combined contract (asset or liability) to be designated as at fair value

through profit or loss.

Embedded derivatives

Derivatives embedded in non-derivative host contracts are treated as separate derivatives when their

risks and characteristics are not closely related to those of the host contracts and the host contracts

are not measured at fair value with changes in fair value recognised in profit and loss.

ii. Available-for-sale investments

Available-for-sale investments are non-derivative instruments that are either designated as

available-for-sale or not classified as financial assets at fair value through profit or loss, loans

and receivables or held-to-maturity investments. They are carried at fair value, with any

changes in fair value being recognised in other comprehensive income and accumulated in

investment revaluation reserve. When the investment is disposed of or is determined to be

impaired, the cumulative gain or loss previously recognised in the investment revaluation

reserve is reclassified to profit or loss (see accounting policy in respect of impairment of

financial assets below).

For available-for-sale equity investments that do not have a quoted market price in an active

market and whose fair value cannot be reliably measured, they are measured at cost less

any identified impairment losses at the end of each reporting period subsequent to initial

recognition (see accounting policy in respect of impairment of financial assets below).





iii. Loans and receivables

Loans and receivables (including receivables, bank balances and deposits) are non-derivative

financial assets with fixed or determinable payments that are not quoted in an active market.

They are measured at amortised cost using the effective interest method, less any identified

impairment losses (see accounting policy on impairment of financial assets below).

iv. Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for

indicators of impairment at the end of the reporting period. Financial assets are impaired

where there is objective evidence that, as a result of one or more events that occurred after

the initial recognition of the financial asset, the estimated future cash flows of the financial

assets have been affected.

For an available-for-sale equity investment, a significant or prolonged decline in the fair value

of that investment below its cost is considered to be objective evidence of impairment.

For all other financial assets, objective evidence of impairment could include:

– significant financial difficulty of the issuer or counterparty; or

– breach of contract such as default or delinquency in interest or principal payments; or

– it becoming probable that the borrower will enter bankruptcy or financial

re-organisation; or

– the disappearance of an active market for that financial asset because of financial

difficulties.

For certain categories of financial assets, such as receivables, assets that are assessed not to be

impaired individually are subsequently assessed for impairment on a collective basis. Objective

evidence of impairment for a portfolio of receivables could include the Group’s past experience

of collecting payments, an increase in the number of delayed payments in the portfolio past

the average credit period, observable changes in national or local economic conditions that

correlate with default on receivables.

For financial assets carried at amortised cost, the amount of impairment loss is the difference

between the asset’s carrying amount and the present value of the estimated future cash flows,

discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost, the amount of the impairment loss is measured as the

difference between the asset’s carrying amount and the present value of the estimated future

cash flows discounted at the current market rate of return for a similar financial asset. Such

impairment loss will not be reversed in subsequent periods.





iv. Impairment of financial assets (Cont’d)

The carrying amount of the financial asset is reduced by the impairment loss directly for all

financial assets with the exception of trade receivables, where the carrying amount is reduced

through the use of an allowance account. Changes in the carrying amount of the allowance

account are recognised in profit or loss. When a trade receivable is considered uncollectible,

it is written off against the allowance account. Subsequent recoveries of amounts previously

written off are credited to profit or loss.

For financial assets measured at amortised cost, if, in a subsequent period, the amount of

impairment loss decreases and the decrease can be related objectively to an event occurring

after the impairment loss was recognised, the previously recognised impairment loss is

reversed through profit or loss to the extent that the carrying amount of the asset at the date

the impairment is reversed does not exceed what the amortised cost would have been had the

impairment not been recognised.

Impairment losses on available-for-sale equity investments will not be reversed in profit or loss

in subsequent periods. Any increase in fair value subsequent to impairment loss is recognised

in other comprehensive income and accumulated in investment revaluation reserve.

v. Other financial liabilities

Other financial liabilities including bank borrowings, other borrowings and payables are

measured at amortised cost using the effective interest method.

vi. Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity

after deducting all of its liabilities.

Equity instruments issued by the Company are recorded at the proceeds received, net of direct

issue costs.

Repurchase of the Company’s own equity instruments is recognised and deducted directly in

equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation

of the Company’s own equity instruments.

vii. Derivative financial instruments

Derivatives are initially recognised at fair value at the date the derivative contracts are entered

into and are subsequently remeasured to their fair value at the end of the reporting period.

The resulting gain or loss is recognised in profit or loss immediately.





viii. Derecognition

The Group derecognises a financial asset only when the contractual rights to the cash flows

from the asset expire, or when it transfers the financial asset and substantially all the risks and

rewards of ownership of the asset to another entity. If the Group neither transfers nor retains

substantially all the risks and rewards of ownership and continues to control the transferred

asset, the Group recognises its retained interest in the asset and an associated liability for

amounts it may have to pay. If the Group retains substantially all the risks and rewards of

ownership of a transferred financial asset, the Group continues to recognise the financial asset

and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying

amount and the sum of the consideration received and receivable and the cumulative gain or

loss that had been recognised in other comprehensive income and accumulated in equity is

recognised in profit or loss.

The Group derecognises financial liabilities when, and only when, the Group’s obligations are

discharged, cancelled or expired. The difference between the carrying amount of the financial

liability derecognised and the consideration paid and payable is recognised in profit or loss.

(j) Inventories

Inventories are stated at the lower of cost and net realisable value. Costs of inventories are

determined using the weighted average method. Net realisable value represents the estimated selling

price for inventories less all estimated costs of completing and costs necessary to make the sale.

(k) Revenue recognition

Revenue from the sale of goods is recognised when goods are delivered and titles have passed, at

which time all the following conditions are satisfied:

– the Group has transferred to the buyer the significant risks and rewards of ownership of the

goods;

– the Group retains neither continuing managerial involvement to the degree usually associated

with ownership nor effective control over the goods sold;

– the amount of revenue can be measured reliably;

– it is probable that the economic benefits associated with the transaction will flow to the

Group; and

– the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Interest income from a financial asset is accrued on a time basis by reference to the principal

outstanding using the effective interest method.




(k) Revenue recognition (Cont’d)

Service income, including that from operating service provided under service concession arrangement,

is recognised when services are provided.

Rental income from operating leases is recognised in profit or loss on a straight-line basis over the

term of the relevant lease. Under certain circumstances, incentives such as rent-free periods may be

offered to tenants. Such an incentive is amortised over the term of the lease as a reduction in rental

income on a straight-line basis.

Dividend income is recognised when the right to receive payment is certain.

(l) Leased assets

Leases that transfer substantially all the risks and rewards of ownership of assets to the Group,

other than legal title, are accounted for as finance leases. Leases where substantially all the risks and

rewards of ownership remain with the lessor are accounted for as operating leases.

The Group as lessee

At the inception of a finance lease, the cost of the leased asset is capitalised at the present value

of the minimum lease payments and recorded together with the obligation, excluding the interest

element, to reflect the purchase and financing. Assets held under capitalised finance leases are

included in property, plant and equipment and depreciated over the shorter of the lease terms or

the estimated useful lives of the assets. The finance costs of such leases are charged to profit or

loss so as to provide a constant periodic rate of charge over the lease terms, unless they are directly

attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s

policy on borrowing costs. Contingent rentals are recognised as expenses in the periods in which

they are incurred.

Operating lease payments are recognised as expense on a straight-line basis over the relevant lease

term. Contingent rentals are recognised as expense in the period in which they are incurred. Benefit

received and receivable as an incentive to enter into an operating lease is recognised as a reduction

of rental expense over the lease term on a straight-line basis.

When a lease includes both land and building elements, the Group assesses the classification of

each element as a finance or an operating lease separately based on the assessment as to whether

substantially all the risks and rewards incidental to ownership of each element have been transferred

to the Group. Specifically, the minimum lease payments (including any lump-sum upfront payments)

are allocated between the land and the building elements in proportion to the relative fair values of

the leasehold interests in the land element and building element of the lease at the inception of the

lease. Leasehold lands in which substantially all the risks and rewards incidental to the ownership

have been transferred to the Group are classified as finance leases.




(l) Leased assets (Cont’d)

The Group as lessor

Lease agreements entered into with lessees over vineyard properties and wineries are considered to

be operating leases given that the Group retains substantially all the risks and benefits of ownership

of the leased assets.

(m) Retirement benefit costs

Payments to defined contribution retirement benefit plans and the Mandatory Provident Fund Scheme

are charged as expense when employees have rendered service entitling them to the contributions.

(n) Share-based payment

The fair value of the share options that were granted after 7 November 2002 and had not vested on

1 January 2005 is determined by reference to the fair value of the share options granted at the grant

date and is expensed on a straight-line basis over the vesting period, with a corresponding increase

in employee share-based compensation reserve.

At the time when the share options are exercised, the amount previously recognised in employee

share-based compensation reserve will be transferred to share premium. When the share options

are still not exercised at the expiry date, the amount previously recognised in employee share-based

compensation reserve will be transferred to retained earnings or set off against accumulated losses

where appropriate.

In the prior years, the Group chose not to apply HKFRS 2 to the share options granted by the Group

which had been fully vested before 1 January 2005 in accordance with the transitional provision of

HKFRS 2. The financial impact of the share options granted and fully vested before 1 January 2005

is not recorded in the Group’s results until such time as the options are exercised, and no charge is

recognised in profit or loss in respect of the value of options granted in the year.

(o) Foreign currencies

Items included in the financial statements of each of the Group’s entities are measured using

the currency of the primary economic environment in which the entity operates (the “functional

currency”). The consolidated financial statements are presented in Hong Kong dollar, which is the

Company’s functional and presentation currency.

Transactions in foreign currencies are translated at the prevailing rates on the dates of the

transactions. At the end of the reporting period, monetary assets and liabilities denominated in

foreign currencies are retranslated at the prevailing rates at that date. Non-monetary items carried

at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on

that date when the fair value was determined. Non-monetary items that are measured in terms of

historical cost in a foreign currency are not retranslated.




(o) Foreign currencies (Cont’d)

Exchange differences on monetary items are recognised in profit or loss in the period in which they

arise except for:

– exchange differences on foreign currency borrowings relating to assets under construction for

future productive use, which are included in the cost of those assets when they are regarded

as an adjustment to interest costs on those foreign currency borrowings;

– exchange differences on transactions entered into in order to hedge certain foreign currency

risks (see the accounting policies below); and

– exchange differences on monetary items receivable from or payable to a foreign operation

for which settlement is neither planned nor likely to occur (therefore forming part of the net

investment in the foreign operation), which are recognised initially in other comprehensive

income and reclassified from equity to profit or loss on repayment of the monetary items.

On consolidation, assets and liabilities of the Group’s operations with a functional currency that

is different from the presentation currency are translated into the presentation currency at the

prevailing rates at the end of the reporting period. Income and expense items are translated at the

average exchange rates for the period. Exchange differences arising, if any, are recognised in other

comprehensive income and accumulated in equity under the heading of translation reserve (attributed

to non-controlling interests as appropriate).

On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign

operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation,

or a disposal involving loss of significant influence over an associate that includes a foreign operation

or a disposal involving loss of joint control over a joint venture that includes a foreign operation), all

of the exchange differences accumulated in equity in respect of that operation attributable to the

shareholders of the Company are reclassified to profit or loss.

In addition, in relation to a partial disposal that does not result in the Group losing control over

a subsidiary that includes a foreign operation, the proportionate share of accumulated exchange

differences is reattributed to non-controlling interests and is not recognised in profit or loss. For all

other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in

the Group losing significant influence or joint control), the proportionate share of the accumulated

exchange differences is reclassified to profit or loss.

Goodwill and fair value adjustments on identifiable assets acquired arising from the acquisition of

a foreign operation on or after 1 January 2005 are treated as assets and liabilities of the foreign

operation and retranslated at the rate of exchange prevailing at the end of each reporting period.

Exchange differences arising are recognised in the translation reserve.

Goodwill and fair value adjustments on identifiable assets acquired arising on an acquisition of a

foreign operation before 1 January 2005 are treated as non-monetary foreign currency items of the

acquirer and reported using the historical cost prevailing at the date of acquisition.




(p) Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit

before tax as reported in the consolidated income statement because it excludes items of income

and expense that are taxable or deductible in other years and it further excludes items of income and

expense that are never taxable or deductible. The Group’s current tax is calculated using tax rates

that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amounts of assets

and liabilities in the consolidated financial statements and the corresponding tax bases used in

the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable

temporary differences and deferred tax assets are recognised to the extent that it is probable that

taxable profits will be available against which deductible temporary differences can be utilised. Such

deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill

or from the initial recognition (other than in a business combination) of other assets and liabilities in

a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments

in subsidiaries, and interests in associates and joint ventures, except where the Group is able to

control the reversal of the temporary differences and it is probable that the temporary differences

will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary

differences associated with such investments and interests are only recognised to the extent that it

is probable that there will be sufficient taxable profits against which to utilise the benefits of the

temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and

reduced to the extent that it is no longer probable that sufficient taxable profits will be available to

allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the

period in which the liability is settled or the asset is realised, based on tax rate (and tax laws) that

have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would

follow from the manner in which the Group expects, at the end of the reporting period, to recover

or settle the carrying amount of its assets and liabilities.

For the purposes of measuring deferred tax liabilities or deferred tax assets for investment properties

that are measured using the fair value model, the carrying amounts of such properties are presumed

to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted

when the investment property is depreciable and is held within a business model whose objective

is to consume substantially all of the economic benefits embodied in the investment property over

time, rather than through sale.




(p) Taxation (Cont’d)

Current or deferred tax for the year is recognised in profit or loss, except when they relate to items

that are recognised in other comprehensive income or directly in equity, in which case, the current

and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

Where current tax or deferred tax arises from the initial accounting for a business combination, the

tax effect is included in the accounting for the business combination.

(q) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying

assets, which are assets that necessarily take a substantial period of time to get ready for their

intended use or sale are added to the cost of those assets until such time as the assets are

substantially ready for their intended use or sale. Investment income earned on the temporary

investment of specific borrowings pending their expenditure on qualifying assets is deducted from

the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

4. CRitiCAl ACCounting estiMAtes AnD AssuMPtions

In the process of applying the Group’s accounting policies described in note 3, management has made

estimates and assumptions concerning the future. The estimates and assumptions that have a significant

impact on changes in value of the carrying amounts of significant assets/liabilities include investment

properties, vines, land and building, salt fields, goodwill, development costs and deferred taxation.

The Group’s vineyards (including investment properties and vines), land and building and salt fields

are stated at fair values by reference to independent valuations. These valuations were performed

by independent professional valuers based on valuation techniques involving certain estimations and

assumptions. Any changes to these estimations and assumptions would result in changes in the fair values

of these assets and corresponding adjustments to the Group’s profit or loss and asset revaluation reserve.

Determining whether goodwill has been impaired requires an estimation of the value in use of the

cash-generating units to which goodwill has been allocated. The value in use calculation requires the Group

to estimate the future cash flows expected to arise from the cash-generating units and a suitable discount

rate in order to calculate the present value of subsidiaries where the goodwill arises. Where the actual

future cash flows are less than the expected future cash flows, impairment losses may arise.

Determining whether capitalised development cost is impaired requires an estimation of the recoverable

amount through future commercial activity which requires the Group to estimate the future cash flows

expected to arise from the developed products. Impairment losses may arise when actual cash flows are less

than expected.

Details of the impairment test on goodwill and capitalised development costs are set out in note 18.



4. CRitiCAl ACCounting estiMAtes AnD AssuMPtions (Cont’D)As at 31 December 2015, a deferred tax asset of HK$43,297,000 (2014: HK$33,767,000) has been recognised in the Group’s consolidated statement of financial position. The realisability of the deferred tax asset mainly depends on whether sufficient future profits or taxable temporary differences will be available in the future. In case where the actual future profits generated are less than expected, a material reversal of deferred tax assets may arise, which would be recognised in the profit or loss for the period in which such a reversal takes place.

Fair value measurements and valuation processes

Investment properties, vines, salt fields, land and building were revalued by the Directors of the Group by reference to the valuation by independent professional valuers.

The best evidence of fair value is current prices in an active market for properties in the same location and condition and subject to similar lease and other contracts. In the absence of such information, the Group considers information from a variety of sources, including (i) by reference to independent valuations; (ii) current prices in an active market for properties of a different nature, condition and location (or subject to different leases or other contracts), adjusted to reflect those differences; (iii) recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the dates of transactions that occurred at those prices; and (iv) discounted cash flow projections, based on reliable estimates of future cash flows, derived from the terms of any existing leases and other contracts, and (where possible) from external evidence such as current market rates for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of cash flows.

The principal assumptions for the Group’s estimation of fair value include those related to current market rents for similar properties in the same location and condition, appropriate discount rates, expected future market rents and future maintenance costs.

In estimating the fair value of the properties, the highest and best use of the properties is generally their current use. Details of information about the valuation techniques, inputs and key assumptions used in the determination of the fair value of various assets and liabilities are disclosed in note 6.

5. RisK MAnAgeMent

Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The Group’s management actively and regularly reviews and manages its capital structure to ensure optimal capital structure and shareholder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities.

The Group monitors capital on the basis of the net debt to net total capital ratio. This ratio is calculated as the Group’s net borrowings divided by the aggregate of the Group’s total equity and net borrowings. For this purpose, the Group defines net borrowings as total borrowings (including bank borrowings, finance lease obligations and other borrowings) less cash, bank balances and time deposits. As at 31 December 2015, the net debt to net total capital ratio of the Group is approximately 43.58% (2014: 40.93%).



5. RisK MAnAgeMent (Cont’D)

Financial risk managementThe Group’s activities expose itself to different kinds of financial risks. The management has been monitoring these risk exposures to ensure appropriate measures are implemented in a timely and effective manner so as to mitigate or reduce such risks.

(a) Credit riskThe Group is exposed to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. It arises primarily from the Group’s trade and other receivables and investments. Impairment provisions are made for losses that have been incurred at the end of the reporting period.

The Group’s maximum exposure to credit risk in the event of failures of the counterparties to perform their obligations as at 31 December 2015 in relation to each class of recognised financial assets is the carrying amount of those assets as stated in the consolidated statement of financial position after deducting any impairment allowance.

In respect of the Group’s trade and other receivables, in order to minimise credit risk, the management of the Group has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Company consider that the Group’s credit risk is significantly reduced. Further quantitative disclosure in respect of the group’s exposure to credit risk arising from trade and other receivables is set out in note 24.

Apart from certain derivative financial instruments and investments for long term strategic purposes, the Group’s investments are normally in liquid securities quoted on recognised stock exchanges. Transactions involving derivative financial instruments and debt securities are with counterparties of sound credit standing. Given their high credit standing, the management does not expect any investment counterparty to fail to meet its obligations.

The credit risk on liquid funds and time deposits is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.

The Group has no significant concentration of credit risk, with exposure spread over a number of counterparties and customers.

Except for the financial guarantees given by the Company for certain bank facilities of its subsidiaries, the Group does not provide any other guarantees which would expose the Group or the Company to credit risk.

(b) Liquidity riskLiquidity risk is the risk that funds will not be available to meet liabilities as they fall due, and it results from amount and maturity mismatches of assets and liabilities. Investments of the Group are kept sufficiently liquid to meet operating needs.

The Group employs projected cash flow analysis to manage liquidity risk by forecasting the amount of cash required and monitoring the working capital of the Group to ensure that all liabilities due and known funding requirements could be met.




Financial risk management (Cont’d)

(b) Liquidity risk (Cont’d)

The non-derivative financial liabilities of the Group as at the end of the reporting period are analysed

into relevant maturity buckets based on their contractual maturity dates in the tables below:

Payables and accruals

bank borrowings

Finance lease obligations

other borrowings total

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

(note) (note)

Year 2015

Carrying amount 910,958 2,834,864 1,517 1,356,000 5,103,339

Total contractual undiscounted cash flow

Within 1 year or on demand 910,958 1,477,322 500 27,368 2,416,148

More than 1 year but less than 2 years – 1,417,499 410 1,359,357 2,777,266

More than 2 years but less than 5 years – – 780 – 780

910,958 2,894,821 1,690 1,386,725 5,194,194

Year 2014

Carrying amount 946,291 3,000,487 1,193 1,356,000 5,303,971

Total contractual undiscounted cash flow

Within 1 year or on demand 946,291 199,811 398 27,560 1,174,060

More than 1 year but less than 2 years – 1,518,687 349 27,560 1,546,596

More than 2 years but less than 5 years – 1,416,727 542 1,359,380 2,776,649

946,291 3,135,225 1,289 1,414,500 5,497,305

Note:

The undiscounted cash flow is projected based on the terms and balances as at 31 December 2015 and 31 December 2014 without taking into account of future changes of the terms and balances. Interest rates applied for interest portion are estimated using contractual rates or, if floating, based on current interest rates as at the respective end of reporting period.





(c) Interest rate risks

There are two types of interest rate risk – fair value interest rate risk (“FVIR Risk”) and cash flow

interest rate risk (“CFIR Risk”). FVIR Risk is the risk that the value of a financial instrument will

fluctuate because of changes in market interest rates; and CFIR Risk is the risk that the future cash

flows of a financial instrument will fluctuate because of changes in market interest rates. Financial

assets and liabilities at fixed rates expose the Group to FVIR Risk while financial assets and liabilities

at variable rates expose the Group to CFIR Risk.

The Group’s exposure to changes in interest rates is mainly attributable to its bank deposits,

investments and interest-bearing borrowings.

As most of the Group’s interest-bearing financial assets (mainly bank deposits) are based on floating

rates with short interest rate reset periods, no material FVIR Risk is expected. The amounts of interest

income from the abovementioned financial assets are mainly dependent on the availability of idle

funds of the Group instead of interest rate and it is the Group’s policy to obtain a favorable return by

shifting the idle funds between the bank deposits and investments. Therefore, no material CFIR Risk

from the abovementioned financial assets is expected by management. Details of the Group’s bank

balances and deposits and investments have been disclosed in notes 20, 21, 22 and 25.

In respect of interest-bearing financial liabilities, the Group’s interest rate risk arises primarily from its

bank and other borrowings. Most of them are based on market rates and are therefore exposed to

CFIR Risk. It is the Group’s policy to keep its borrowings at floating rate of interests so as to minimise

the FVIR Risk. Details of the Group’s bank and other borrowings have been disclosed in notes 27 and

29.

As at 31 December 2015, if the interest rates on the Group’s floating-rate borrowings had been

50 basis points (“bps”) higher/lower than the actual interest rates at year end with all other

variables held constant, profit before taxation for the year would have been HK$20,702,000

(2014: HK$21,497,000) lower/higher, mainly as a result of higher/lower interest expense on such

borrowings. The 50 bps increase/decrease represents management’s assessment of a reasonably

possible change in interest rates over the period until the end of next annual reporting period. The

above sensitivity analysis is based on the Group’s total floating-rate borrowings of HK$4,140,464,000

as at 31 December 2015 (2014: HK$4,299,427,000) without considering the increases/decreases of

the borrowings during the year.





(d) Currency risk

Currency risk is the risk that the value of financial instruments denominated in foreign currencies will

fluctuate because of changes in foreign exchange rates. The Group has minimal exposure to foreign

currency risk as most of the financial assets and liabilities held by the Group’s overseas subsidiaries

(except for the Group’s treasury investments which are mainly denominated in Hong Kong dollars or

United States dollars) are denominated in the respective functional currency of such subsidiaries. The

management always monitors foreign exchange exposure closely in order to keep the currency risk at

a reasonable level.

(e) Other price risk

The Group is exposed to securities price changes arising from its available-for-sale investments and

investments at fair value through profit or loss (notes 20 and 21).

All of the Group’s trading securities and certain available-for-sale investments are listed on the Stock

Exchange or other recognised overseas stock exchanges. The management manages this exposure by

maintaining a portfolio of investments with different risks. Decisions to buy or sell trading securities

are based on the performance of individual securities, as well as the Group’s liquidity needs. All of

the Group’s unlisted investments and available-for-sale investments are held for long term strategic

purpose.

If the prices of the respective listed equity had been 5% higher/lower, the Group’s profit before

taxation and other comprehensive income would increase/decrease by HK$1,252,000 (2014:

HK$2,727,000) and HK$2,235,000 (2014: HK$7,841,000) respectively, as a result of changes in their

fair values. The 5% increase/decrease represents management’s assessment of a reasonably possible

change in share prices over the period until the end of next annual reporting period.



6. FAiR vAlue MeAsuReMents

(a) Financial instruments measured at fair value on a recurring basis

Some of the Group’s financial assets and liabilities are measured at fair value at the end of each

reporting period. The following details give information about how the fair values of these financial

assets and liabilities are determined (in particular, the valuation techniques and inputs used).

level 1 level 2 level 3 total

HK$’000 HK$’000 HK$’000 HK$’000

Year 2015

Available-for-sale investments

Equity securities – listed in Hong Kong 44,707 – – 44,707

Financial assets at fair value through profit or loss

Non-derivative financial assets held for trading 25,041 – – 25,041

Derivative financial assets – 3,338 – 3,338

Total 25,041 3,338 – 28,379

Financial liabilities at fair value through profit or loss

Derivative financial liabilities – 2,707 – 2,707

Year 2014

Available-for-sale investments

Equity securities – listed in Hong Kong 156,815 – – 156,815

Financial assets at fair value through profit or loss

Non-derivative financial assets held for trading 54,540 – – 54,540

Derivative financial assets – 5,207 – 5,207

Total 54,540 5,207 – 59,747

Financial liabilities at fair value through profit or loss

Derivative financial liabilities – 4,479 – 4,479

There were no transfers between Levels 1 and 2 in both years.



6. FAiR vAlue MeAsuReMents (Cont’D)

(a) Financial instruments measured at fair value on a recurring basis (Cont’d)

Valuation techniques and inputs used in Level 2 fair value measurements

The fair value of derivative financial assets and liabilities is determined using discounted cash flow

method and future cash flows are estimated based on forward interest rates (from observable yield

curves at the end of the reporting period) and contracted interest rates, discounted at a rate that

reflects the credit risk of various counterparties.

(b) Non-financial assets measured at fair value on a recurring basis

level 1 level 2 level 3 total

HK$’000 HK$’000 HK$’000 HK$’000

Year 2015

investment properties – – 991,434 991,434

vines – – 479,927 479,927

Property, plant and equipment

Land and building in Hong Kong – 104,039 – 104,039

Overseas freehold land and building – – 306,891 306,891

Total – 104,039 306,891 410,930

Salt fields – – 238,894 238,894

Year 2014

investment properties – – 1,141,481 1,141,481

vines – – 549,113 549,113

Property, plant and equipment

Land and building in Hong Kong – 107,269 – 107,269

Overseas freehold land and building – – 256,241 256,241

Total – 107,269 256,241 363,510

Salt fields – – 270,368 270,368

During the year ended 31 December 2015 and 31 December 2014, there were no transfers between

Level 1 and Level 2, or transfers into or out of Level 3.




(b) Non-financial assets measured at fair value on a recurring basis (Cont’d)

Valuation techniques and inputs used in Level 2 fair value measurementsThe fair value of land and building in Hong Kong is determined using depreciated replacement costs approach by reference to the market value of the land in its existing use and market replacement cost of comparable properties on a price per square foot basis, adjusted for the age, condition and functional obsolescence.

Information about Level 3 fair value measurementsThe following table gives information about how the fair value of the Group’s major properties carried at fair value as at 31 December 2015 and 31 December 2014 is determined (in particular, the valuation techniques and inputs used), as well as the fair value hierarchy into which the fair value measurements are categorised based on the degree to which the inputs to the fair value measurements is observable.

valuation techniques significant unobservable inputs

Relationship betweenunobservable inputsand fair value

Investment properties and vines

Income approach Discount rates ranging from 7.8% to 13.25% (2014: 9.1% to 13.25%); and

Increase/decrease in discount rate will result in decrease/increase in their fair value.

Market rent per hectare using direct market comparables and taking into account of physical, tenancy or market characteristics related to that property, ranging from HK$3,920 to HK$82,136 (2014: HK$14,753 to HK$81,360).

Increase/decrease in the market rent per hectare will result in increase/decrease in their fair value.

Overseas freehold land and building for salt production

Direct comparison and depreciated replacement costs approach

Estimated replacement costs of buildings and leasehold improvements, taking into account of functional obsolescence condition and age of assets.

Increase/decrease in estimated replacement cost will result in increase/decrease in their fair value.

Overseas freehold land and building for nutraceutical business

Direct comparison approach

Market price per square meter using direct market comparables and taking into account of location and other individual factors such as size and condition of property, structure and layout of the property, and similar properties located within the area, ranging from HK$5,320 to HK$5,880 (2014: HK$6,023 to HK$6,657).

Increase/decrease in the market price per square meter will result in increase/decrease in their fair value.

Salt fields Income approach Discount rates ranging from 11% to 13% (2014: 11% to 13%); and

Increase/decrease in discount rate will result in decrease/increase in their fair value.

Growth rate. Increase/decrease in the growth rate will result in increase/decrease in their fair value.




(b) Non-financial assets measured at fair value on a recurring basis (Cont’d)

Information about Level 3 fair value measurements (Cont’d)

Income approach is the valuation technique which includes the use of discounted cash flow method.

It discounts future cash flows to a single current amount. The fair value measurement is determined

on the basis of the value indicated by current market expectations about those future amounts.

Details of movement in investment properties and vines are disclosed in notes 15 and 16. Fair value

adjustments of investment properties and vines are recognised in the line item “Other income, gains

and losses” on the face of consolidated income statement.

The exchange adjustments of overseas freehold land and building and salt fields are recognised in

the line item “Exchange difference arising from translation of foreign operations” on the face of

consolidated comprehensive income.

Details of movement in salt fields are disclosed in note 17. The movements during the year in the

balance of overseas freehold land and building are as follows:

2015 2014

HK$’000 HK$’000

As at 1 January 256,241 284,486

Additions 33,665 –

Reclassification from construction in progress 58,181 3,046

Disposal/write off (33) (214)

Depreciation provided for the year (7,643) (6,828)

Exchange differences (33,520) (24,249)

As at 31 December 306,891 256,241

7. tuRnoveR

Turnover represents net invoiced value of goods sold, after allowance for returns and trade discount, as

well as rental income and income from investments, and is analysed as follows:

2015 2014

HK$’000 HK$’000

Agriculture-related 2,098,857 2,216,803

Health 2,810,296 2,730,524

Investment 10,156 6,716

4,919,309 4,954,043



8. otHeR inCoMe, gAins AnD losses

2015 2014

HK$’000 HK$’000

Included in other income, gains and losses are:

Interest income from bank deposits 3,064 6,997

Other interest income 386 658

Unrealised (loss)/gain on fair value changes of investment properties (86,488) 91,765

Unrealised loss on fair value changes of vines (6,715) (91,174)

Net gain on available-for-sale investments 51,168 –

Net gain on investments at fair value through profit or loss

– Investments held for trading 32,225 17,798

Net loss on derivative financial instruments (1,869) (931)

9. stAFF Costs

Staff costs which include salaries, bonuses, retirement benefit scheme contributions, share-based payment

and recruitment costs for the year amounted to HK$929.9 million (2014: HK$908.2 million) of which

HK$438.2 million (2014: HK$410.2 million) relating to direct labor costs were included in cost of sales.

10. FinAnCe Costs

2015 2014

HK$’000 HK$’000

Interest on:

Bank borrowings 77,277 82,311

Other borrowings 27,559 27,179

Finance leases 53 76

104,889 109,566



11. tAxAtion

2015 2014

HK$’000 HK$’000

The tax expenses for the year represent:

Current tax

Hong Kong – –

Other jurisdictions 74,458 36,854

Under/(over) provision in prior years

Hong Kong – –

Other jurisdictions 89 (806)

Deferred tax (Note 30)

Hong Kong – –

Other jurisdictions (1,769) 12,330

72,778 48,378

Hong Kong profits tax has been provided for at the rate of 16.5% of the estimated assessable profits.

Taxation arising from other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

The tax expenses for the year can be reconciled to the profit before taxation as follows:

2015 2014

HK$’000 HK$’000


Notional tax at tax rate of 16.5% 56,338 52,986

Tax effect of share of results of associates and joint ventures (7,956) (9,227)

Tax effect of non-deductible expenses 61,419 44,771

Tax effect of non-taxable income (83,392) (83,463)

Tax effect of tax losses not recognised 19,204 26,781

Under/(over) provision in prior years 89 (806)

Tax effect of utilisation of tax losses previously not recognised (3,110) (6,333)

Effect of different tax rates of subsidiaries operating in other jurisdictions 30,500 23,204

Others (314) 465

Tax expenses 72,778 48,378



12. PRoFit FoR tHe YeAR

2015 2014

HK$’000 HK$’000

Profit for the year has been arrived at after charging:

Auditor’s remuneration 12,023 14,672

Depreciation of property, plant and equipment

Owned assets 88,308 91,611

Assets held under finance leases 202 421

88,510 92,032

Amount included in production overheads (65,483) (69,250)

23,027 22,782

Research and development costs recognised as an expense 183,125 190,823

Exchange loss 34,836 24,917

Impairment of intangible assets 5,490 –

Impairment of trade receivables 6,708 10,896

Inventories written off 10,108 16,812

Operating lease expenses 57,916 57,579

Loss on disposal of investment properties 5,697 –

Loss on disposal of vines 7,006 –

Loss on disposal of property, plant and equipment – 1,769

Loss on disposal of associates – 12,361

Group’s share of loss and total comprehensive expenses of associates for the year – 1,142

and after crediting:

Rental income from investment properties (included in turnover) 149,267 163,567

Dividend income from listed securities (included in turnover) 4,474 4,744

Dividend income from unlisted securities (included in turnover) 3,710 –

Recovery of impairment of intangible assets – 3,356

Recovery of impairment of trade receivables 108 1,149

Recovery of impairment of other receivables – 18,481

Gain on disposal of property, plant and equipment 491 –

Gain on disposal of intangible assets 368 –

Gain on disposal of a subsidiary classified as held for sale – 1,712

Interest income from unlisted investments at fair value through profit or loss (included in turnover) 1,972 1,972



13. eARnings PeR sHARe

The calculations of the basic and diluted earnings per share attributable to the shareholders of the

Company are based on the following data:

2015 2014

HK$’000 HK$’000

Profit for the year attributable to shareholders of the Company

Profit for calculating basic and diluted earnings per share 284,912 263,558

number of shares

Number of ordinary shares in issue used in the calculation of basic and diluted earnings per share 9,611,073,000 9,611,073,000

Diluted earnings per share for the year ended 31 December 2015 and 31 December 2014 is the same as

the basic earnings per share as there were no dilutive ordinary shares outstanding.

14. DiviDenDs

A final dividend for the year ended 31 December 2015 of HK$0.009 per share (2014: HK$0.008 per share)

with an aggregate amount of HK$86,500,000 (2014: HK$76,889,000) had been proposed by the directors.

It is subject to approval by the shareholders in the forthcoming general meeting.



15. investMent PRoPeRties

2015 2014

HK$’000 HK$’000

overseas freehold investment properties, at valuation

As at 1 January 1,141,481 926,897

Additions 84,484 210,725

Disposals (9,952) –

Net (decrease)/increase in fair value recognised in profit or loss (86,488) 91,765


As at 31 December 991,434 1,141,481

Details of the valuation processes and valuation techniques of investment properties are disclosed in notes

4 and 6(b).

16. vines

2015 2014

HK$’000 HK$’000

At valuation

As at 1 January 549,113 539,502

Additions 16,594 138,326

Disposals (12,585) –

Net decrease in fair value recognised in profit or loss (6,715) (91,174)


As at 31 December 479,927 549,113

Details of the valuation processes and valuation techniques of vines are disclosed in notes 4 and 6(b).



17. PRoPeRtY, PlAnt AnD equiPMent

land and building salt fields

Construction in progress

laboratory instruments,

plant and equipment

Furniture, fixtures and other assets

leasehold improvement total

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Cost or valuation

As at 1 January 2014 402,724 266,934 55,362 640,781 148,544 127,307 1,641,652

Additions – 29,998 78,966 12,278 10,855 9,975 142,072

Reclassification 3,046 305 (60,114) 36,052 5,615 15,096 –

Disposals/write-off (214) (2,159) – (2,317) (4,260) – (8,950)

Exchange difference (24,503) (24,710) (6,406) (38,586) (6,472) (5,632) (106,309)

As at 1 January 2015 381,053 270,368 67,808 648,208 154,282 146,746 1,668,465

Additions 33,665 – 112,109 42,695 7,544 1,084 197,097

Reclassification 58,181 1,529 (112,880) 40,083 3,312 9,775 –

Disposals/write-off (33) – – (11,182) (1,018) (258) (12,491)

Exchange difference (34,991) (33,003) (5,841) (46,448) (8,470) (8,652) (137,405)

As at 31 December 2015 437,875 238,894 61,196 673,356 155,650 148,695 1,715,666

Comprising:

Cost – – 61,196 673,356 155,650 148,695 1,038,897

Valuation 437,875 238,894 – – – – 676,769

437,875 238,894 61,196 673,356 155,650 148,695 1,715,666



17. PRoPeRtY, PlAnt AnD equiPMent (Cont’D)

land and building salt fields

Construction in progress

laboratory instruments,

plant and equipment

Furniture, fixtures and other assets

leasehold improvement total

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Depreciation and impairment

As at 1 January 2014 7,738 – – 284,277 118,374 53,804 464,193

Provided for the year 10,059 – – 63,862 11,600 6,511 92,032

Eliminated upon disposals/write-off – – – (1,224) (2,487) – (3,711)

Exchange difference (254) – – (16,115) (2,952) (941) (20,262)

As at 1 January 2015 17,543 – – 330,800 124,535 59,374 532,252

Provided for the year 10,873 – – 59,519 10,795 7,323 88,510

Eliminated upon disposals/write-off – – – (9,831) (13) (214) (10,058)

Exchange difference (1,471) – – (16,332) (5,859) (1,157) (24,819)

As at 31 December 2015 26,945 – – 364,156 129,458 65,326 585,885

Carrying values

As at 31 December 2015 410,930 238,894 61,196 309,200 26,192 83,369 1,129,781

As at 31 December 2014 363,510 270,368 67,808 317,408 29,747 87,372 1,136,213



17. PRoPeRtY, PlAnt AnD equiPMent (Cont’D)

The carrying value of properties shown above comprises:

2015 2014

HK$’000 HK$’000

Leasehold land and building in Hong Kong 104,039 107,269

Overseas freehold land and building 306,891 256,241

410,930 363,510

Details of the valuation processes and valuation techniques of land and building and salt fields are

disclosed in notes 4 and 6(b). Had the land and building been carried at the historical cost less accumulated

depreciation, their aggregate carrying amount would have been stated at approximately HK$384,693,000

(2014: HK$332,598,000).

The leasehold land in Hong Kong is leased from Hong Kong Science and Technology Parks Corporation for

a term up to 27 June 2047.

The carrying value of the Group’s property, plant and equipment held under finance leases included in

furniture, fixtures and other assets amounted to HK$1,557,000 (2014: HK$1,182,000).

During the year, the Group entered into finance lease arrangements in respect of assets with a total capital

value at the inception of the leases of HK$1,431,000 (2014: HK$1,211,000).



18. intAngible Assets

Development costs Patents goodwill trademarks

Customer relationships

Waterrights

otherintangible

assets total

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Cost

As at 1 January 2014 465,106 173 3,077,452 126,129 418,044 188,395 9,176 4,284,475

Additions – – – – – 5,603 – 5,603

Disposals/write-off – – – – – (1,353) – (1,353)

Exchange difference (21,519) (14) (125,555) (10,691) (19,015) (16,594) (731) (194,119)

As at 1 January 2015 443,587 159 2,951,897 115,438 399,029 176,051 8,445 4,094,606

Additions – – – – – 45,397 1,909 47,306

Disposals/write-off – – – – – (9,355) – (9,355)

Exchange difference (37,913) (19) (159,120) (16,891) (25,599) (22,030) (1,188) (262,760)

As at 31 December 2015 405,674 140 2,792,777 98,547 373,430 190,063 9,166 3,869,797

Amortisation and impairment

As at 1 January 2014 572 142 – – 271,949 4,014 5,151 281,828

Provided for the year – – – – 42,449 – 1,822 44,271

Net recovery of impairment loss – – – – – (3,356) – (3,356)

Exchange difference (49) (12) – – (12,382) (658) (596) (13,697)

As at 1 January 2015 523 130 – – 302,016 – 6,377 309,046

Provided for the year – – – – 37,458 – 1,223 38,681

Impairment loss – – – – – 5,490 – 5,490

Exchange difference (87) (15) – – (17,455) (226) (918) (18,701)

As at 31 December 2015 436 115 – – 322,019 5,264 6,682 334,516

Carrying values

As at 31 December 2015 405,238 25 2,792,777 98,547 51,411 184,799 2,484 3,535,281

As at 31 December 2014 443,064 29 2,951,897 115,438 97,013 176,051 2,068 3,785,560



18. intAngible Assets (Cont’D)

The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill

might be impaired.

For the purposes of impairment testing, goodwill and trademarks with indefinite useful lives have been

allocated to six individual cash generating units (CGUs), including three subsidiaries in the health segment

and three subsidiaries in the agriculture-related segment. The carrying amounts of goodwill and trademarks

(net of accumulated impairment losses) as at 31 December 2015 allocated to these segments are as follows:

goodwill trademarks

2015 2014 2015 2014

HK$’000 HK$’000 HK$’000 HK$’000

Health 2,475,323 2,597,308 57,320 68,763

Agriculture-related 317,454 354,589 41,227 46,675

2,792,777 2,951,897 98,547 115,438

During the year ended 31 December 2015, management of the Group has assessed the recoverable

amounts of the Group’s CGUs containing goodwill or trademarks with indefinite useful lives.

The recoverable amounts of the CGUs are determined from the value in use calculations. These calculations

use cash flow projections of 5-10 years based on next year’s financial budgets approved by management

using a steady growth rate and at a discount rate of 10.5% to 12.0%. Other key assumptions for the value

in use calculations related to the estimation of cash inflows/outflows have included budgeted sales and

gross margin, and such estimation is based on the unit’s past performance and management’s expectations

for market development.

The Group also tests the impairment of capitalised development costs by assessing, where appropriate, the

cash flow and profit projections, and the progress of the development activities of the relevant product

groups.

During the year ended 31 December 2015, the Directors conducted reviews on the recoverable amounts of

water rights entitlements. As a result, impairment losses of HK$5,490,000 had been recognised in profit

or loss to reduce the carrying amount of intangible assets to their recoverable amounts (2014: recovery of

impairment losses of HK$3,356,000).

Other intangible assets include non-competition agreements.



19. inteRests in Joint ventuRes

2015 2014

HK$’000 HK$’000

Aggregate information of joint ventures that are not individually material

Cost of investments in joint ventures, unlisted 387,131 387,131

Share of post-acquisition results, net of dividend received 43,805 37,286

Exchange reserve (127,762) (88,258)

Aggregate carrying amount 303,174 336,159

Group’s share of results and total comprehensive income of joint ventures for the year 48,221 57,064

Dividends received from joint ventures during the year 41,702 41,405

Particulars regarding the principal joint ventures are set out in Appendix II.

20. AvAilAble-FoR-sAle investMents

2015 2014

HK$’000 HK$’000

Equity security

– listed in Hong Kong at quoted price 44,707 156,815

– unlisted, at cost 150,016 158,000

194,723 314,815

The unlisted equity security investments represent the Group’s interest in certain unlisted companies. They

are measured at cost less impairment because the range of reasonable fair value estimates is so wide that

the Directors of the Company are of the opinion that their fair value cannot be measured reliably.



21. investMents At FAiR vAlue tHRougH PRoFit oR loss

2015 2014

HK$’000 HK$’000

Equity securities held for trading

– listed in Hong Kong at quoted price 25,041 54,540

22. DeRivAtive FinAnCiAl instRuMents

2015 2014

HK$’000 HK$’000

Assets

Derivative financial instruments (classified as held for trading) at fair value:

Interest rate swaps 3,338 5,207

liabilities

Derivative financial instruments (classified as held for trading) at fair value:

Interest rate swaps (2,707) (4,479)

The above derivative financial instruments are measured at fair value at the end of each reporting period.



23. inventoRies

2015 2014

HK$’000 HK$’000

Raw materials 394,600 371,542

Work in progress 279,652 270,030

Finished goods 249,130 329,577

923,382 971,149

The cost of inventories recognised as an expense during the year was HK$3,177,462,000 (2014:

HK$3,213,721,000).

24. ReCeivAbles AnD PRePAYMents

2015 2014

HK$’000 HK$’000

Trade receivables 991,898 868,804

Less: provision for impairment (30,532) (27,864)

961,366 840,940

Other receivables, deposits and prepayments 155,907 144,290

1,117,273 985,230

The Group has a policy of allowing an average credit period of 0 to 90 days to its customers.

The following is an analysis of trade receivables by age, presented based on invoice dates.

2015 2014

HK$’000 HK$’000

0 – 90 days 888,405 761,876

Over 90 days 72,961 79,064

961,366 840,940



24. ReCeivAbles AnD PRePAYMents (Cont’D)

The ageing analysis of trade receivables that are not impaired is as follows:

2015 2014

HK$’000 HK$’000

Current 733,259 396,988

Less than 90 days past due 218,606 435,119

Over 90 days past due 9,501 8,833

228,107 443,952

961,366 840,940

Trade receivables that were neither past due nor impaired related to a wide range of customers that have

good payment records.

Trade receivables that were past due but not impaired related to a number of independent customers that

have good trade records with the Group. Based on past experience, management believes that there has

not been a significant change in credit quality and the balances are still considered recoverable. The Group

does not hold any collateral over these balances.

The movements in the provision for impairment of trade receivables are as follows:

2015 2014

HK$’000 HK$’000

As at 1 January 27,864 31,080

Impairment loss recognised 6,708 10,896

Amounts recovered during the year (108) (1,149)

Uncollectible amounts written off (1,966) (11,450)

Exchange difference (1,966) (1,513)

As at 31 December 30,532 27,864

The Directors consider that the carrying amounts of trade and other receivables approximate their fair

values.



25. CAsH AnD CAsH equivAlents

2015 2014

HK$’000 HK$’000

Bank balances and deposits 840,751 979,200

Bank overdrafts (Note 27) (20,349) (22,439)

820,402 956,761

Bank balances and deposits carry an average interest rate of 0.39% (2014: 1.04%) per annum.

26. PAYAbles AnD ACCRuAls

2015 2014

HK$’000 HK$’000

Trade payables 305,904 341,545

Other payables and accrued charges 605,054 604,746

Financial liabilities measured at amortised cost 910,958 946,291

The following is an analysis of trade payables by age, presented based on invoice dates.

2015 2014

HK$’000 HK$’000

0 – 90 days 290,082 328,548

Over 90 days 15,822 12,997

305,904 341,545

Included in the other payables is a dividend payable of HK$6,749,000 (2014: HK$2,493,000) due to a

non-controlling shareholder of a subsidiary.

The Directors consider that the carrying amounts of trade and other payables approximate their fair values.



27. bAnK boRRoWings

2015 2014

HK$’000 HK$’000

Bank loans repayable

Within 1 year 1,411,515 106,190

Over 1 year but within 2 years 1,403,000 1,468,858

Over 2 years but within 5 years – 1,403,000

2,814,515 2,978,048

Bank overdrafts 20,349 22,439

2,834,864 3,000,487

Analysed as:

Secured 585,864 645,297

Unsecured 2,249,000 2,355,190

2,834,864 3,000,487

Carrying amount analysed for reporting purpose as:

Current 1,431,864 128,629

Non-current 1,403,000 2,871,858

The carrying amounts of the Group’s loans are denominated in the following currencies:

2015 2014

HK$’000 HK$’000

Australian dollars 379,034 416,440

New Zealand dollars 135,781 155,718

Canadian dollars – 106,190

Hong Kong dollars 1,235,000 1,235,000

United States dollars 1,064,700 1,064,700

2,814,515 2,978,048

Included in bank loans is a three-year bank loan of approximately HK$50,400,000 (2014: HK$57,060,000),

which carries a fixed rate of 6.1% (2014: 6.1%) per annum and will be repayable in April 2016. The

remaining bank loans are arranged at floating rates with an effective interest rate of 2.55% (2014: 2.94%)

per annum. Bank overdrafts carry an effective interest of 10% (2014: 10%) per annum.

The Directors consider that the carrying amounts of the bank borrowings approximate their fair values.



28. FinAnCe leAse obligAtions

Minimum lease paymentsPresent value of

minimum lease payments

2015 2014 2015 2014

HK$’000 HK$’000 HK$’000 HK$’000

Finance lease obligations payable

Within 1 year 500 398 425 346

2 to 5 years 1,190 891 1,092 847

1,690 1,289 1,517 1,193

Less: Future finance charges (173) (96) – –

Present value of finance lease obligations 1,517 1,193 1,517 1,193


Current 425 346

Non-current 1,092 847

The finance leases are secured on certain property, plant and equipment with average lease terms of 3-5

years.

29. otHeR boRRoWings

2015 2014

HK$’000 HK$’000

Loans from substantial shareholders of the Company and their subsidiaries repayable

Over 1 year but within 2 years 1,356,000 –

Over 2 years but within 5 years – 1,356,000

1,356,000 1,356,000


Current – –

Non-current 1,356,000 1,356,000

The amounts are unsecured and bearing interest with reference to Hong Kong Inter-bank Offered Rate plus

margins ranging from 1.75% to 2.0% (2014: 1.75% to 2.0%) per annum.

The Directors consider that the carrying amounts of other borrowings approximate their fair value.



30. DeFeRReD tAxAtion

The major deferred tax (assets)/liabilities recognised by the Group and movements during the year are as

follows:

Accelerated tax

depreciationintangible

assets tax losses others total

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

the group

As at 1 January 2014 16,951 418,285 (321,151) (102,964) 11,121

(Credit)/charge to profit or loss (2,341) 37,678 (46,837) 23,830 12,330

Exchange difference 244 (1,800) 105 (4,573) (6,024)

As at 1 January 2015 14,854 454,163 (367,883) (83,707) 17,427

(Credit)/charge to profit or loss (11,130) 49,873 (24,216) (16,296) (1,769)

Exchange difference (324) (2,169) 1,137 (4,710) (6,066)

As at 31 December 2015 3,400 501,867 (390,962) (104,713) 9,592

Other deferred taxation mainly comprises deductible temporary differences arising from certain

intercompany interest charges.

The following is the analysis of the deferred tax balances included in the consolidated statement of financial

position:

2015 2014

HK$’000 HK$’000

Deferred tax liabilities 52,889 51,194

Deferred tax assets (43,297) (33,767)

9,592 17,427

At the end of the reporting period, the total unutilised tax losses and tax credits amounted to

approximately HK$3,456,757,000 (2014: HK$3,262,953,000). A deferred tax asset has been recognised in

respect of such losses and credits of HK$1,009,521,000 (2014: HK$950,486,000). No deferred tax asset

has been recognised in respect of the remaining HK$2,447,236,000 (2014: HK$2,312,467,000) as it is not

possible to predict the trend of future profits to determine the amount of available tax losses and credits to

be utilised.



30. DeFeRReD tAxAtion (Cont’D)

An analysis of the expiry dates of the tax losses and tax credits is as follows:

2015 2014

HK$’000 HK$’000

Within 1 to 5 years 5,063 5,096

Over 5 years 1,258,581 1,158,339

No expiry date 2,193,113 2,099,518

3,456,757 3,262,953

31. sHARe CAPitAl

number of shares of

HK$0.1 each nominal value

’000 HK$’000

Authorised 15,000,000 1,500,000

Issued and fully paid:

As at 1 January 2014, 31 December 2014 and 31 December 2015 9,611,073 961,107

32. sHARe oPtion sCHeMes

The Company adopted a share option scheme on 26 June 2002 (the “Scheme”) under which the Directors

or employees of the Company or its subsidiaries or certain other persons may be granted options to

subscribe for shares of the Company subject to the terms and conditions stipulated in the Scheme for the

primary purpose of providing incentives to Directors and eligible employees.

Without the prior approval from the Company’s shareholders, the total number of shares in respect of

options which may be granted under the Scheme is not permitted to exceed 10% of the shares of the

Company in issue at any point in time. Without the prior approval from the Company’s shareholders, the

number of shares issued and to be issued in respect of options which were granted and may be granted to

any individual in any one year is not permitted to exceed 1% of the shares of the Company in issue of any

point in time.



32. sHARe oPtion sCHeMes (Cont’D)

As at 31 December 2014 and 2015, there were no outstanding options under the Scheme. Movement of

the share options granted and the adjusted share option prices during 2014 were as follows:

Number of share options

Date of Grant

Outstanding

as at

1 January

2014

Granted

during

the year

Exercised

during

the year

Lapsed

during

the year

Cancelled

during

the year

Outstanding

as at

31 December

2014

No. of

exercisable

options as at

31 December

2014

Option

period

Adjusted

subscription

price

per share*

HK$

Year 2014

19/1/2004 3,475,408 – – (3,475,408) – – – 19/1/2005 to

18/1/2014

1.568

* As a result of the rights issue of the Company in May 2006, the subscription prices of the options have also been adjusted.

Details of the vesting period for the above options were as follows:

(i) up to 35% of the options in the first year after commencement of the option period;

(ii) up to 70% of the options (including the options not exercised under the limit prescribed for in the

previous period) in the second year after commencement of the option period; and

(iii) up to 100% of the options (including the options not exercised under the limit prescribed for in the

previous periods) in the third year and thereafter after the commencement of the option period.

33. PleDge oF Assets

Bank borrowings of HK$585,864,000 (2014: HK$645,297,000) are secured by mortgages over the cash,

accounts receivable, inventories, property, plant and equipment, investment properties, vines and intangible

assets of subsidiaries with a carrying value of HK$1,113,508,000 (2014: HK$1,365,716,000) as at 31

December 2015.

Obligations under finance leases are secured by the lessors’ charge over the leased assets.



34. oPeRAting leAse CoMMitMent

The leases of the Group are negotiated for a term ranging from one to nineteen years. The minimum

lease charges payable as lessee and minimum lease income receivables as lessor by the Group under

non-cancellable operating leases in respect of rented premises and vineyards were as follow:

2015 2014

HK$’000 HK$’000

The Group as lessee

Within 1 year 58,568 55,276

2 to 5 years 172,779 156,501

Over 5 years 44,588 54,141

The Group as lessor

Within 1 year 111,383 146,619

2 to 5 years 455,429 546,896

Over 5 years 366,390 479,892

35. CAPitAl CoMMitMent

In addition to the capital commitment set out elsewhere in the notes to the consolidated financial

statements, the Group has the following capital commitment as at the end of the reporting period:

2015 2014

HK$’000 HK$’000

Capital commitment in respect of the acquisition of plant and equipment, and maintenance of vineyards

– contracted but not provided for 25,851 48,248

– authorised but not contracted for 34,770 –

36. RetiReMent beneFits sCHeMes

The principal employee retirement schemes operated by the Group are defined contribution schemes.

For Hong Kong employees, contributions are made by either employer only or by both employer and

employees at rates ranging from approximately 5% to 10% on employees’ salary. For overseas employees,

contributions are made by employer at rates ranging from 3% to 10% on employees’ salary.

The Group’s cost incurred on employees retirement schemes for the year was HK$42,639,000 (2014:

HK$43,038,000) and forfeited contribution during the year of HK$496,000 (2014: HK$751,000) was used

to reduce the Group’s contribution in the year.



37. DiReCtoRs’ eMoluMents AnD Five HigHest PAiD inDiviDuAls

(a) Directors’ emoluments

Directors’ emoluments paid or payable to the Company’s Directors for the year ended 31 December

2015 were as follows:

Name of Director Fees

Basic salaries and allowances Bonuses

Retirement benefits scheme

contributions

total emoluments

2015

Total emoluments

2014

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Li Tzar Kuoi, Victor 75 – – – 75 75

Kam Hing Lam 75 – 3,750 – 3,825 3,575

Ip Tak Chuen, Edmond 75 – 2,000 – 2,075 1,875

Yu Ying Choi, Alan Abel 75 8,215 2,016 806 11,112 10,491

Chu Kee Hung 75 5,186 1,418 502 7,181 6,756

Peter Peace Tulloch 75 – – – 75 75

Kwok Eva Lee 180 – – – 180 180

Wong Yue-chim, Richard * 57 – – – 57 155

Kwan Kai Cheong * 109 – – – 109 –

Colin Stevens Russel 180 – – – 180 180

976 13,401 9,184 1,308 24,869 23,362

* Mr. Wong Yue-chim, Richard has retired as an Independent Non-executive Director of the Company and ceased to be the Chairman of the Audit Committee of the Company on 15 May 2015. Mr. Kwan Kai Cheong has been appointed as an Independent Non-executive Director of the Company with effect from 24 March 2015 and appointed as the Chairman of the Audit Committee with effect from 15 May 2015.

The directors’ fees included an amount of HK$75,000 (2014: HK$75,000) for each director and an

additional amount of HK$80,000 (2014: HK$80,000) and HK$25,000 (2014: HK$25,000) for each

Independent Non-executive Director who is also a member of the audit committee and remuneration

committee respectively. Such fees would be proportioned according to the length of services of the

directors during the year.

The remuneration of directors is determined by the remuneration committee having regard to the

performance of individuals and market trends.

None of the Directors waived any emoluments in the year ended 31 December 2015. No incentives

were paid/payable by the Group to the Directors as inducement to join or upon joining the Group or

as compensation for loss of office.



37. DiReCtoRs’ eMoluMents AnD Five HigHest PAiD inDiviDuAls (Cont’D)

(b) Five highest paid individuals

Of the five individuals with the highest emoluments, two (2014: two) of them are Directors whose

emoluments are disclosed in note (a) above. The emoluments of the remaining three (2014: three)

are as follows:

2015 2014

HK$’000 HK$’000

Salary and other benefits 11,296 17,088

Bonus 5,024 4,001

Retirement benefits scheme contributions 731 657

17,051 21,746

Their emoluments were within the following bands:

2015 2014

number of employees

Number of employees

HK$5,000,001 to HK$5,500,000 1 –

HK$5,500,001 to HK$6,000,000 1 1

HK$6,000,001 to HK$6,500,000 1 –

HK$6,500,001 to HK$7,000,000 – 1

HK$9,000,001 to HK$9,500,000 – 1

3 3

No incentive was paid/payable by the Group to the above individuals as inducements to join, or upon

joining the Group, or as compensation for loss of office.



38. DisPosAl oF A subsiDiARY ClAssiFieD As HelD FoR sAle

On 19 December 2013, the Group, together with Gotak Investment Limited (“Gotak”), entered into a

sale and purchase agreement with an independent third party to dispose of their respective interests in

AquaTower Pty Ltd (“AquaTower”), of which 51% was held by the Group and 49% was held by Gotak.

AquaTower is a limited liability company incorporated under the laws of Australia and is principally engaged

in water business in Australia. Gotak is an indirect wholly-owned subsidiary of Cheung Kong Infrastructure

Holdings Limited, which is the associate of the substantial shareholder of the Company, Cheung Kong

(Holdings) Limited. The transaction was completed in June 2014.

The major classes of assets and liabilities of AquaTower were as follows:

HK$’000

At the date of disposal

Net assets disposed of:

Property, plant and equipment 636

Intangible assets – concession assets 55,744

Inventories 983

Receivables and repayments 1,476

Bank balances and deposits 10,554

Payables and other liabilities (7,465)

Deferred taxation (1,073)

60,855

Non-controlling interests (33,084)

27,771

Release of translation reserve 728

Gain on disposal 1,712

Sale proceeds received 30,211

Net cash inflow arising on disposal:

Cash consideration received by the Group 30,211

Less: bank balances and deposits disposed of (10,554)

19,657



39. segMent inFoRMAtion

The Group’s reportable segments and other information required under HKFRS 8 are summarised as follows:

(a) Reportable segment information

Agriculture-related Health investment unallocated total

2015 2014 2015 2014 2015 2014 2015 2014 2015 2014

HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000

Segment turnover 2,098,857 2,216,803 2,810,296 2,730,524 10,156 6,716 – – 4,919,309 4,954,043

Segment results 242,673 323,394 440,593 386,557 45,043 24,752 – – 728,309 734,703

Research and development expenditure (183,125) (190,823)

Corporate expenses (98,853) (113,184)

Finance costs (104,889) (109,566)


Taxation (72,778) (48,378)

Profit for the year 268,664 272,752

Other information

Amortisation of intangible assets (7,986) (9,781) (30,695) (34,490) – – – – (38,681) (44,271)

Depreciation (47,200) (48,069) (34,010) (36,604) – – (7,300) (7,359) (88,510) (92,032)

Net recovery of/(impairment of) trade receivables 55 872 (6,655) (10,619) – – – – (6,600) (9,747)

Unrealised (loss)/gain on fair value changes of investment properties (86,488) 91,765 – – – – – – (86,488) 91,765

Unrealised loss on fair value changes of vines (6,715) (91,174) – – – – – – (6,715) (91,174)

Net (impairment)/recovery of impairment of intangible assets (5,490) 3,356 – – – – – – (5,490) 3,356

Net recovery of impairment of other receivables – – – 18,481 – – – – – 18,481

Inventories written off – (10,528) (10,108) (6,284) – – – – (10,108) (16,812)

Gain on disposal of a subsidiary classified as held for sale – 1,712 – – – – – – – 1,712

Loss on disposal of associates – (12,361) – – – – – – – (12,361)



39. segMent inFoRMAtion (Cont’D)

(b) Geographical informationTurnover is analysed by the Group’s sales by geographical market while the carrying amount of non-current assets is analysed by the geographical area in which the assets are located.

turnover (note i)

non-current assets (note ii)

2015 2014 2015 2014

HK$’000 HK$’000 HK$’000 HK$’000

Asia Pacific 3,070,320 3,064,216 3,683,930 4,054,642

North America 1,838,833 1,883,111 2,755,667 2,893,884

4,909,153 4,947,327 6,439,597 6,948,526

Notes:i. Turnover excluding investment income generated from financial instruments.ii. Non-current assets excluding financial instruments and deferred tax assets.

The countries where the Group companies domiciled include China (including Hong Kong), Australia, New Zealand, USA and Canada.

There are no material sales of the Group (excluding investment income generated from financial instruments) which attribute to the countries other than those the Group companies domiciled. There are no material non-current assets (excluding financial instruments and deferred tax assets) which are located in the countries other than those the Group companies domiciled.

40. RelAteD PARtY tRAnsACtionsIn addition to the transactions and balances set out elsewhere in the notes to the consolidated financial statements, the Group entered into the following significant transactions with related parties during the year:

(i) The Group made sales of HK$26,596,000 (2014: HK$21,402,000) to Hutchison International Limited (“HIL”) group. HIL is an indirect wholly-owned subsidiary of a substantial shareholder of the Company, CK Hutchison Holdings Limited.

(ii) The Group leased certain properties from Leknarf Associates LLC (“Leknarf”) which is an associate of a non-controlling shareholder of a non-wholly owned subsidiary company, Vitaquest International Holdings LLC. The total rental payment by the Group to Leknarf amounted to HK$20,742,000 (2014: HK$17,598,000).

(iii) The Group has engaged Challenger Management Services Limited (“CMSL”) as a manager of its vineyard portfolio held in Australia and New Zealand. CMSL is a fellow subsidiary of the non-controlling shareholder of a non-wholly owned subsidiary company, Belvino Investments Trust. According to the management deed, CMSL is entitled to charge the Group management fees calculated at certain agreed ratios on the total gross income, capital acquisition costs and total assets of certain subsidiaries. During the year, management fees of HK$10,720,000 (2014: HK$12,486,000) were incurred.

(iv) The Group made sales of HK$94,005,000 (2014: HK$111,647,000) to and purchases of HK$13,117,000 (2014: HK$18,559,000) from the joint ventures of Cheetham Salt Limited, a wholly-owned subsidiary of the Company during the year.



41. inFoRMAtion About tHe stAteMent oF FinAnCiAl Position oF tHe CoMPAnY

Information about the statement of financial position of the Company at the end of the reporting period

includes:

2015 2014

HK$’000 HK$’000

non-current asset

Investments in subsidiaries 2,523,848 2,523,848

Current assets

Receivables and prepayments 6,303 3,730

Amounts due from subsidiaries 2,954,482 2,954,482

Bank balances and deposits 61 65

2,960,846 2,958,277

Current liabilities

Payables and accruals (2,782) (2,226)

Amounts due to subsidiaries (851,495) (745,253)

(854,277) (747,479)

net current assets 2,106,569 2,210,798

net assets 4,630,417 4,734,646

share capital and reserves

Share capital (Note 31) 961,107 961,107

Share premium and reserves 3,669,310 3,773,539

total equity 4,630,417 4,734,646



41. inFoRMAtion About tHe stAteMent oF FinAnCiAl Position oF tHe CoMPAnY (Cont’D)

The movements in share premium and reserves are as follows:

2015 2014

HK$’000 HK$’000

As at 1 January 3,773,539 3,867,360

Results for the year (27,341) (26,543)

Dividends paid to the shareholders (76,888) (67,278)

As at 31 December 3,669,310 3,773,539

42. APPRovAl oF ConsoliDAteD FinAnCiAl stAteMents

The financial statements set out on pages 51 to 124 were approved and authorised for issue by the Board

of Directors on 14 March 2016.


Principal Subsidiaries

APPenDix IThe Directors are of the opinion that a complete list of the particulars of all the subsidiaries will be of excessive length and as such, the following list contains only those principal subsidiaries. They are all indirect subsidiaries.

namePlace of incorporation

issued ordinary share capital/

registered capital*

effective percentage held by the Company

indirectly Principal activities

2015 2014

Accensi Pty Ltd Australia A$100 100 100 Manufacturing and marketing of plant protection products and soluble fertilisers

Amgrow Pty Ltd Australia A$1 100 100 Blending and distribution of fertilisers, manufacturing and distribution of horticultural products for the home gardening market, distribution of pesticides, and distribution of turf management products and provision of related services

Ample Castle Limited British Virgin Islands US$1 100 100 Financing

ATR Packing Services Pty Ltd Australia A$100 100 – Providing packing services

ATR Property Investments Pty Ltd Australia A$100 100 100 Holding land and building

Avandia Holdings Limited British Virgin Islands US$1 100 100 Investment in financial instruments

Barmac Pty Ltd Australia A$7,802 100 100 Manufacturing and sale of fertilisers, pesticides and related agricultural products, the licensing of registration activities and the importation of finished agricultural goods

Belvino Investments Pty Limited Australia A$1,000 72.30 72.30 Trustee

@ Belvino Investments Trust Australia N/A 72.26 72.26 Investment in vineyards

Biocycle Resources Limited British Virgin Islands US$1 100 100 Trading of biotechnology products


Principal Subsidiaries (Cont’d)

APPenDix I (Cont’D)



registered capital*



2015 2014

Bofanti Limited British Virgin Islands US$1 100 100 Investment in financial instruments

Cattleya Investment Limited British Virgin Islands US$1 100 100 Financing

Cheetham Salt Limited Australia A$150,405,540 100 100 Production, refining and distribution of salt products

CK Biotech Laboratory Limited Hong Kong HK$2 100 100 Research and development

CK Life Sciences Int’l., Inc. British Virgin Islands US$1 100 100 Products commercialisation

CK Life Sciences Limited Hong Kong HK$10,000,000 100 100 Applied research, production, product development and commercialisation

Cupito Limited British Virgin Islands US$1 100 100 Financing

Dimac Limited British Virgin Islands US$1 100 100 Investment in financial instruments

Dunvar Investments Pty Ltd Australia A$100 100 100 Investment in vineyards

Equipment Solutions Pty Ltd Australia A$100 100 100 Distribution of professional turf management machinery, hardware, equipment and accessories

Fertico Pty Limited Australia A$4,000,100 100 100 Blending and distribution of fertilisers

Globe Australia Pty Ltd Australia A$9 100 100 Distribution of turf fertilisers and chemicals, and professional pest products

Growam Investments Pty Limited Australia A$10 100 100 Holding land and building

Joyful World Global Limited British Virgin Islands US$1 100 100 Financing

Lincore Limited British Virgin Islands US$1 100 100 Investment in financial instruments






registered capital*



2015 2014

Lipa Pharmaceuticals Ltd Australia A$17,943,472.62 100 100 Contract manufacturing of complementary healthcare medicines and production of non-sterile prescription and over-the-counter medicines

Marigold Investments Limited Hong Kong HK$1 100 100 Financing

# Nanjing Green Venture EcoSciences Inc.

Mainland China US$4,050,000* 100 100 Trading of biotechnology products

# Nanjing Green Vision EcoSciences Inc.

Mainland China US$300,000* 100 100 Trading of biotechnology products

NutriSmart Australia Pty Ltd Australia A$1 100 100 Supplier of raw materials in nutritional health, pharmaceutical, cosmetics, personal care and food segments

Optigen Ingredients Pty Ltd Australia A$200 100 100 Supplier of raw materials in nutritional health, pharmaceutical, cosmetics, personal care and food segments

Panform Limited British Virgin Islands US$1 100 100 Investment in financial instruments

Δ Polynoma LLC USA N/A 88.60 86.67 Discovery, development, manufacturing and commercialisation of drug products to treat Melanoma

Quest Pharmaceuticals Pty Ltd Australia A$100 100 100 Contract manufacturer of cosmetics and pharmaceutical products

QWIL Investments (NZ) Pty Limited

New Zealand NZ$1 100 100 Investment in vineyards






registered capital*



2015 2014

QWIL Investments Pty Ltd Australia A$100 100 100 Investment in vineyards

Renascence Therapeutics Limited Hong Kong HK$100 71 71 Provision of services in the research and development of bio-technology and life sciences technology products

Santé Naturelle A.G. Ltée Canada CAD4,716,310 100 100 Manufacturing, wholesaling, retailing and distribution of nutraceutical products

Smart Court Investments Limited British Virgin Islands US$1 100 100 Investment in financial instruments

Turrence Limited British Virgin Islands US$1 100 100 Investment in financial instruments

UTR Investments Pty Limited Australia A$100 100 100 Holding land and building

Vital Care Hong Kong Limited Hong Kong HK$2 100 100 Trading of biotechnology products and nutritional supplements

Δ Vitaquest International Holdings LLC

USA N/A 94.24 94.24 Supply and manufacturing of nutritional supplements

Wealth Target Development Inc. British Virgin Islands US$1 100 100 Investment in financial instruments

Wex Pharmaceuticals Inc. Canada CAD107,520,175 100 100 Discovery, development, manufacturing and commercialisation of innovative drug products to treat pain

Note: All of the above subsidiaries are limited liability entities. None of the subsidiaries had issued any debt.



APPenDix I (Cont’D)The principal areas of operations of the above companies were the same as the place of incorporation except the following:

name Area of operations

Ample Castle Limited Asia

Avandia Holdings Limited Asia

Biocycle Resources Limited Australia, Asia and America

Bofanti Limited Asia and Europe

Cattleya Investment Limited Asia

CK Life Sciences Int’l., Inc. Australia, Asia, Europe and America

Cupito Limited Asia

Dimac Limited Asia and America

Joyful World Global Limited Asia

Lincore Limited Europe

Panform Limited Asia and Europe

Smart Court Investments Limited Europe

Turrence Limited Asia

Wealth Target Development Inc. Asia

@ There are total 237,510,328 ordinary units issued under Belvino Investments Trust, in which 171,617,773 units are held by the Group.

# Foreign investment enterprise registered in Mainland China

Δ Polynoma LLC and Vitaquest International Holdings LLC did not have any issued or registered capital. However, the Company held 88.60% and 94.24% interest in their common voting rights respectively.


Principal Joint Ventures

APPenDix II

The Directors are of the opinion that a complete list of the particulars of all the joint ventures will be of excessive

length and as such, the following list contains only the principal joint ventures.

name

effective percentage of capital held by the Company

indirectly Principal activities Place of operation

2015 2014

Cerebos Skellerup Limited 49 49 Marketing of salt products New Zealand

Dominion Salt Ltd 50 50 Production and distribution of salt products

New Zealand

Dominion Salt (N.I.) Limited 50 50 Production and distribution of salt products

New Zealand

Salpak Pty Ltd 49 49 Marketing of salt products Australia

Western Salt Refinery Pty Ltd 50 50 Production and distribution of salt products

Australia


Schedule of Major Investment Properties

APPenDix III

Description locationexisting land use land title

Australia

Balranald Vineyard Balranald, New South Wales Vineyard Freehold

Bussorah Vineyard Padthaway, South Australia Vineyard Freehold

Cocoparra and Woods Vineyard Griffith, New South Wales Vineyard Freehold

Dalmeny Vineyard Padthaway, South Australia Vineyard Freehold

Del Rios Vineyard Kenley, Victoria Vineyard Freehold

Dunvar Vineyard Darlington Point, New South Wales Vineyard Freehold

Hanwood Vineyard Hanwood, New South Wales Vineyard Freehold

Lionels Vineyard Kaloorup, Western Australia Vineyard Freehold

Miamba Vineyard Lyndoch, South Australia Vineyard Freehold

Old Land Vineyard Anniebrook, Western Australia Vineyard Freehold

Qualco East Vineyard Qualco, South Australia Vineyard Freehold

Qualco West Vineyard Qualco, South Australia Vineyard Freehold

Rowe Road Vineyard Witchcliffe, Western Australia Vineyard Freehold

Schuberts Vineyard Lobethal, South Australia Vineyard Freehold

Sirens Vineyard Forest Grove, Western Australia Vineyard Freehold

Station & Kirkgate Vineyard Coonawarra, South Australia Vineyard Freehold

Stephendale Vineyard Yenda, New South Wales Vineyard Freehold

White Road Vineyard Tharbogang, New South Wales Vineyard Freehold

Whitton Vineyard Whitton, New South Wales Vineyard Freehold

new Zealand

Claim Vineyard Bendigo, Central Otago Vineyard Freehold

Crownthorpe Vineyard Matapiro, Hawkes Bay Vineyard Freehold

Dashwood Vineyard Dashwood, Marlborough Vineyard Freehold

Deans Vineyard Broomfield, Waipara Vineyard Freehold

Home Vineyard Amberley, Waipara Vineyard Freehold

Mound Vineyard Amberley, Waipara Vineyard Freehold

Northbank Vineyard Onamalutu, Marlborough Vineyard Freehold

Rarangi Vineyard Rarangi, Marlborough Vineyard Freehold

Woolshed Vineyard Renwick, Marlborough Vineyard Freehold


Corporate Governance Report

The Board of Directors (“Board”) and the management of the Company are committed to the maintenance of good corporate governance practices and procedures. The Company believes that good corporate governance provides a framework that is essential for effective management, a healthy corporate culture, successful business growth and enhancing shareholders’ value. The corporate governance principles of the Company emphasize a quality Board, sound internal controls, and transparency and accountability to all shareholders.

Save as disclosed below, the Company has applied the principles and complied with all code provisions and, where applicable, the recommended best practices of the Corporate Governance Code (“CG Code”) as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”) throughout the year ended 31 December 2015. In respect of code provisions A.5.1 to A.5.4 of the CG Code, the Company does not have a nomination committee. At present, the Company does not consider it necessary to have a nomination committee as the full Board is responsible for reviewing the structure, size and composition of the Board and the appointment of new Directors from time to time to ensure that it has a balanced composition of skills and experience appropriate for the requirements of the businesses of the Company, and the Board as a whole is also responsible for reviewing the succession plan for the Directors, in particular the Chairman of the Board and the Chief Executive Officer. In respect of code provision A.6.7 of the CG Code, a Non-executive Director did not attend the annual general meeting of the Company held on 15 May 2015 due to a sudden indisposition.

Key corporate governance principles and corporate governance practices of the Company are summarised below:

I. CoDe PRovisions

Code Ref. Code ProvisionsComply (“C”)/explain (“e”) Corporate governance Practices

A. DiReCtoRs

A.1 the board

Corporate Governance PrincipleThe Board should assume responsibility for leadership and control of the Company; and is collectively responsible for directing and supervising the Company’s affairs.

The Board should regularly review the contribution required from a Director to perform his responsibilities to the Company, and whether he is spending sufficient time performing them.

A.1.1 Regular board meetings should be held at least four times a year involving active participation, either in person or through electronic means of communication, of majority of directors.

C • The Board meets regularly and held meetings in February, May, July and November of 2015.

• Directors’ attendance records in 2015 are as follows:

Members of the board Attendance

executive Directors

LI Tzar Kuoi, Victor (Chairman) 4/4KAM Hing Lam (President and Chief Executive Officer) 4/4IP Tak Chuen, Edmond 4/4YU Ying Choi, Alan Abel 4/4CHU Kee Hung 4/4

non-executive Directors

Peter Peace TULLOCH (Non-executive Director) 4/4KWOK Eva Lee (Independent Non-executive Director) 4/4Colin Stevens RUSSEL (Independent Non-executive Director) 4/4KWAN Kai Cheong (Independent Non-executive Director)* 3/3WONG Yue-chim, Richard (Independent Non-executive Director)** 2/2

* Appointed as an Independent Non-executive Director with effect from 24 March 2015.

** Retired as an Independent Non-executive Director with effect from 15 May 2015.

• The Directors may attend meetings in person, by phone or through other means of electronic communication or by their alternate directors (if applicable) or proxies in accordance with the Company’s Articles of Association. An updated and consolidated version of the Company’s Memorandum and Articles of Association (both English and Chinese versions) are available on the websites of the Company and Hong Kong Exchanges and Clearing Limited (“HKEx”). There are no significant changes in the Company’s constitutional documents during the year 2015.


Corporate Governance Report (Cont’d)


A.1.2 All directors are given an opportunity to include matters in the agenda for regular board meetings.

C • All Directors are consulted as to whether they may wish to include any matter in the agenda before the agenda for each regular Board meeting is issued.

A.1.3 – At least 14 days notice for regular board meetings

– Reasonable notice for other board meetings

C

C

• Regular Board meetings in a particular year are usually scheduled towards the end of the immediately preceding year to give all Directors adequate time to plan their schedules to attend the meetings.

• At least 14 days formal notice would be given before each regular meeting.

A.1.4 Minutes of board meetings and meetings of board committees should be kept by a duly appointed secretary of the meeting and should be open for inspection at any reasonable time on reasonable notice by any director.

C • The Company Secretary prepares written resolutions or minutes and keeps records of substantive matters discussed and decisions resolved at all Board and Board Committee meetings.

• Board and Board Committee minutes are sent to all Directors/Board Committee members within a reasonable time after each Board and Board Committee meeting.

• Board and Board Committee minutes/resolutions are available for inspection by Directors/Board Committee members.

A.1.5 – Minutes of board meetings and meetings of board committees should record in sufficient detail the matters considered and decisions reached.

– Draft and final versions of minutes for all directors to comment and to keep records within a reasonable time after the board meeting

C

C

• Minutes record in sufficient detail the matters considered by the Board/Board Committees and decisions reached.

• Directors are given an opportunity to comment on draft Board minutes.

• Final version of Board minutes is placed on record within a reasonable time after the Board meeting.

A.1.6 – A procedure agreed by the board to enable directors, upon reasonable request, to seek independent professional advice in appropriate circumstances, at the company's expense

– The board should resolve to provide separate independent professional advice to directors to assist them perform their duties to the company.

C

C

• Directors have been advised that the Company Secretary can arrange independent professional advice at the expense of the Company should such advice be considered necessary by any Director.

A.1.7 – If a substantial shareholder or a director has a conflict of interest in a matter to be considered by the board which the board has determined to be material, the matter should be dealt with by a physical board meeting rather than a written resolution.

– Independent non-executive directors who, and whose close associates, have no material interest in the transaction should be present at that board meeting.

C

C

• Important matters are usually dealt with by way of written resolutions so that all Directors (including Independent Non-executive Directors) can note and comment, as appropriate, the matters before approval is granted.

• Director must declare his/her interest in the matters to be passed in the resolution, if applicable.

• If a substantial shareholder or a Director has a conflict of interest in a matter to be considered by the Board which the Board has determined to be material, the matter will be dealt with in accordance with applicable rules and regulations and, if appropriate, an independent Board committee will be set up to deal with the matter.




A.1.8 Arrange appropriate insurance cover in respect of legal action against the directors

C The Company has arranged appropriate Directors and Officers liability insurance coverage for its Directors and officers since 2002 including the year 2015/2016.

A.2 Chairman and Chief executive

Corporate Governance Principle

There should be a clear division of responsibilities between the Chairman and the Chief Executive Officer of the Company to ensure a balance of power and authority.

A.2.1 – Separate roles of chairman and chief executive not to be performed by the same individual

– Division of responsibilities between the chairman and chief executive should be clearly established and set out in writing.

C

C

• The positions of the Chairman of the Board and the Chief Executive Officer are currently held by separate individuals.

• The Chairman of the Board determines the broad strategic direction of the Group in consultation with the Board and is responsible for the high-level oversight of management.

• The Chief Executive Officer, with the support of the Executive Directors, is responsible for strategic planning of different business functions and day-to-day management and operation of the Group.

A.2.2 The chairman should ensure that all directors are properly briefed on issues arising at board meetings.

C • With the support of the Executive Directors and the Company Secretary, the Chairman seeks to ensure that all Directors are properly briefed on issues arising at Board meetings and receive adequate and reliable information on a timely basis.

• In addition to regular Board meetings, the Chairman of the Board met with the Non-executive Directors (including the Independent Non-executive Directors) without the presence of the Executive Directors in May and November of 2015. Attendance records of the meetings are as follows:

Attendance

Chairman

LI Tzar Kuoi, Victor 2/2

non-executive Director

Peter Peace TULLOCH 2/2

independent non-executive Directors

KWOK Eva Lee 2/2

Colin Stevens RUSSEL 2/2

KWAN Kai Cheong * 2/2

WONG Yue-chim, Richard ** 1/1


** Retired as an Independent Non-executive Director with effect from 15 May 2015.

A.2.3 The chairman should be responsible for ensuring that directors receive, in a timely manner, adequate information which must be accurate, clear, complete and reliable.

C • The Board papers including supporting analysis and related background information are normally sent to the Directors at least three days before Board meetings.

• Communications between Non-executive Directors (including Independent Non-executive Directors) on the one hand, and the Company Secretary as co-ordinator for the other business units of the Group on the other, is a dynamic and interactive process to ensure that queries raised and clarification sought by the Directors are dealt with and further supporting information and/or documentation is provided as appropriate.




A.2.4 – The chairman to provide leadership for the board

– The chairman should ensure that the board works effectively and performs its responsibilities, and that all key and appropriate issues are discussed by it in a timely manner.

– The chairman should be primarily responsible for drawing up and approving the agenda for each board meeting. He should take into account, where appropriate, any matters proposed by the other directors for inclusion in the agenda. The chairman may delegate this responsibility to a designated director or the company secretary.

C

C

C

• The Chairman of the Board is an Executive Director who is responsible for the leadership and effective running of the Board.

• The Chairman of the Board determines the broad strategic direction of the Group in consultation with the Board and is responsible for the high-level oversight of management.

• The Board meets regularly and held meetings in February, May, July and November of 2015.

• With the support of the Executive Directors and the Company Secretary, the Chairman ensures that all Directors are properly briefed on all key and appropriate issues in a timely manner.

• The Company Secretary assists the Chairman in preparing the agenda for each Board meeting and ensures that, where applicable, matters proposed by other Directors are included in the agenda; and that all applicable rules and regulations are followed.

A.2.5 The chairman should take primary responsibility for ensuring that good corporate governance practices and procedures are established.

C • The Board as a whole and the management of the Company are committed to the maintenance of good corporate governance practices and procedures.

A.2.6 – The chairman should encourage all directors to make a full and active contribution to the board’s affairs and take the lead to ensure that it acts in the best interests of the company.

– The chairman should encourage directors with different views to voice their concerns, allow sufficient time for discussion of issues and ensure that board decisions fairly reflect board consensus.

C

C

• Please refer to A.2.3 and A.2.4 above for the details.

A.2.7 The chairman should at least annually hold meetings with the non-executive directors (including independent non-executive directors) without the executive directors present.

C • In addition to regular Board meetings, the Chairman of the Board met with the Non-executive Directors (including the Independent Non-executive Directors) without the presence of the Executive Directors in May and November of 2015. Please refer to A.2.2 above for the attendance records.




A.2.8 The chairman should ensure that appropriate steps are taken to provide effective communication with shareholders and that their views are communicated to the board as a whole.

C • The Company establishes different communication channels with shareholders and investors, including (i) printed copies of corporate communications (including but not limited to annual reports, interim reports, notices of meetings, circulars and proxy forms) required under the Listing Rules, and shareholders can choose to receive such documents using electronic means through the Company’s website; (ii) the annual general meeting provides a forum for shareholders to raise comments and exchange views with the Board; (iii) updated and key information on the Group is available on the website of the Company; (iv) the Company’s website offers a communication channel between the Company and its shareholders and stakeholders; (v) press conferences and briefing meetings with analysts are arranged from time to time to update on the performance of the Group; (vi) the Company’s Branch Share Registrar deals with shareholders for share registration and related matters; and (vii) the Corporate Affairs Department of the Company handles enquiries from shareholders and investors generally.

• In March 2012, the Board has established a shareholders communication policy and has made it available on the Company’s website. The policy is subject to review on a regular basis to ensure its effectiveness.

A.2.9 The chairman should promote a culture of openness and debate by facilitating the effective contribution of non-executive directors in particular and ensuring constructive relations between executive and non-executive directors.

C • The Chairman promotes a culture of openness and actively encourages Directors with different views to voice their opinion and be fully engaged in the Board’s affairs so as to contribute to the Board’s functions.

A.3 board composition


The Board should have a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company’s business and should include a balanced composition of Executive and Non-executive Directors so that independent judgement can effectively be exercised.

A.3.1 Independent non-executive directors should be identified in all corporate communications that disclose the names of directors.

C • The composition of the Board, by category and position of Directors including the names of the Chairman, the Executive Directors, the Non-executive Director and the Independent Non-executive Directors, is disclosed in all corporate communications.

• The Board consists of a total of nine Directors, comprising five Executive Directors, one Non-executive Director and three Independent Non-executive Directors. One-third of the Board are Independent Non-executive Directors and at least one of them has appropriate professional qualifications, or accounting or related financial management expertise.

• Details of the composition of the Board are set out on page 166.

• The Directors’ biographical information and the relationships among the Directors are set out on pages 28 to 31.

• Review of the Board composition is made regularly to ensure that it has a balance of expertise, skills and experience appropriate for the requirements of the business of the Company.




A.3.2 The company should maintain on its website and on HKEx’s website an updated list of its directors identifying their role and function and whether they are independent non-executive directors.

C • The Company maintains on its website an updated list of its Directors identifying their respective roles and functions together with their biographical information, and whether they are independent non-executive directors. Since March 2012, the updated list of Directors has been posted on the website of HKEx which has been revised from time to time. The Company has also posted on its website and the website of HKEx the Terms of Reference of its Board Committees to enable the shareholders to understand the roles played by those Independent Non-executive Directors who serve on the relevant Board Committees.

A.4 Appointments, re-election and removal


There should be a formal, considered and transparent procedure for the appointment of new Directors and plans in place for orderly succession for appointments. All Directors should be subject to re-election at regular intervals.

A.4.1 Non-executive directors should be appointed for a specific term, subject to re-election.

C • All Directors (including Non-executive Directors) are subject to retirement by rotation once every three years and are subject to re-election in accordance with the Company’s Articles of Association and the CG Code.

A.4.2 – All directors appointed to fill a casual vacancy should be subject to election by shareholders at the first general meeting after appointment.

– Every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.

C

C

• In accordance with the Company’s Articles of Association, newly appointed Directors are required to offer themselves for re-election at the next following general meeting (in the case of filling a casual vacancy) or at the next following annual general meeting (in the case of an addition to the Board) following their appointment.

• The Board as a whole is responsible for the appointment of new Directors and Directors’ nomination for re-election by shareholders at the general meeting of the Company. Under the Company’s Articles of Association, the Board may from time to time appoint a Director either to fill a casual vacancy or as an addition to the Board. Any such new Director shall hold office until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board) and shall then be eligible for re-election at the same general meeting.

• All Directors (including Non-executive Directors) are subject to retirement by rotation once every three years and are subject to re-election in accordance with the Company’s Articles of Association and the CG Code.

• The structure, size and composition of the Board are reviewed from time to time to ensure the Board has a balanced composition of skills and experience appropriate for the requirements of the businesses of the Company. The independence of the Independent Non-executive Directors is assessed according to the relevant rules and requirements under the Listing Rules.

• Each of the Independent Non-executive Directors makes an annual confirmation of independence pursuant to the requirements of the Listing Rules. The Company is of the view that all Independent Non-executive Directors meet the independence guidelines set out in the relevant requirements of the Listing Rules and are independent in accordance with the terms of the guidelines.

• The Company has published the procedures for shareholders to propose a person for election as a Director on its website.




A.4.3 – If an independent non-executive director serves more than 9 years, his further appointment should be subject to a separate resolution to be approved by shareholders.

– The papers to shareholders accompanying that resolution should include the reasons why the board believes he is still independent and should be re-elected.

C

C

• Each Independent Non-executive Director who was subject to retirement by rotation was appointed by a separate resolution in the Company’s annual general meeting. Each Independent Non-executive Director who was eligible for re-election at the annual general meeting had made a confirmation of independence pursuant to Rule 3.13 of the Listing Rules.

• The Company had expressed the view in its circular that each Independent Non-executive Director who was eligible for re-election had met the independence guidelines set out in Rule 3.13 of the Listing Rules and was independent in accordance with the terms of the guidelines. In respect of an Independent Non-executive Director who has served more than nine years, the Company had expressed its view in the circular for the 2016 annual general meeting as regards such Director’s independence. In accordance with the CG Code, the Company has to include its own recommendation in the circular to explain why a particular candidate should be re-elected. As his relevant credentials have been included in the circular for the shareholders’ information, the Company opines that it is more important for the shareholders themselves to make their own independent decision on whether to approve a particular re-election or not.

A.5 nomination Committee


In carrying out its responsibilities, the nomination committee should give adequate consideration to the principles under Sections A.3 and A.4 in the CG Code.

A.5.1 – A.5.4

– The company should establish a nomination committee which is chaired by the chairman of the board or an independent non-executive director and comprises a majority of independent non-executive directors.

– The nomination committee should be established with specific written terms of reference which deal clearly with its authority and duties.

E • The Company does not have a nomination committee. The Board as a whole is responsible for the appointment of new Directors and the nomination of Directors for re-election by shareholders at the general meeting of the Company. Under the Company’s Articles of Association, the Board may from time to time appoint a Director either to fill a casual vacancy or as an addition to the Board. Any such new Director shall hold office until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board) and shall then be eligible for re-election at the same general meeting.




A.5.1 – A.5.4 (cont’d)

– It should perform the following duties:

(a) review the structure, size and composition (including the skills, knowledge and experience) of the board at least annually and make recommendations on any proposed changes to the board to complement the company’s corporate strategy;

(b) identify individuals suitably qualified to become board members and select or make recommendations to the board on the selection of individuals nominated for directorships;

(c) assess the independence of independent non-executive directors; and

(d) make recommendations to the board on the appointment or re-appointment of directors and succession planning for directors, in particular the chairman and the chief executive.

– The nomination committee should make available its terms of reference explaining its role and the authority delegated to it by the board by including them on HKEx’s website and the company’s website.

– The company should provide the nomination committee sufficient resources to perform its duties. Where necessary, the nomination committee should seek independent professional advice, at the company’s expense, to perform its responsibilities.

• At present, the Company does not consider it necessary to have a nomination committee as the full Board is responsible for reviewing the structure, size and composition of the Board from time to time to ensure that it has a balanced composition of skills and experience appropriate for the requirements of the businesses of the Company, and the Board as a whole is also responsible for reviewing the succession plan for the Directors, in particular the Chairman and the Chief Executive Officer.

• The Company adopts a formal, considered and transparent procedure for the appointment of new Directors. Before a prospective Director’s name is formally proposed, the opinions of the existing Directors (including the Independent Non-executive Directors) are sought. After considering the proposal for the appointment of a new Director, the Board as a whole will make the final decision.

• The Board as a whole is responsible for assessing the independence of the Independent Non-executive Directors according to the relevant rules and requirements under the Listing Rules. The Company is of the view that all Independent Non-executive Directors meet the independence guidelines set out in the relevant requirements of the Listing Rules and are independent in accordance with the terms of the guidelines.




A.5.5 Where the board proposes a resolution to elect an individual as an independent non-executive director at the general meeting, it should set out in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting why they believe he should be elected and the reasons why they consider him to be independent.

C • Please refer to A.4.3 above for the details.

A.5.6 The nomination committee (or the board) should have a policy concerning diversity of board members, and should disclose the policy or a summary of the policy in the Corporate Governance Report.

C • In August 2013, the Company has established a policy concerning diversity of Board members (“Board Diversity Policy”) and has made it available on the Company’s website.

• In the Board Diversity Policy:

1. The Company recognises the benefits of having a Board that has a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company’s businesses.

2. The Company maintains that appointments to the Board should be based on merit that complements and expands the skills and experience of the Board as a whole, and after due regard to factors which include but not limited to gender, age, cultural and educational background, and/or professional experience, and any other factors that the Board may consider relevant and applicable from time to time towards achieving a diverse Board.

3. The full Board of the Company is responsible for reviewing the structure, size and composition of the Board and the appointment of new directors of the Company from time to time to ensure that it has a balanced composition of skills and experience appropriate to the requirements of the Company’s businesses, with due regard to the benefits of diversity on the Board. The Board as a whole is also responsible for reviewing the succession plan for the directors of the Company, in particular, for the Chairman of the Board and the Chief Executive Officer.

• Selection of Board members is based on a range of diversity perspectives, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and other factors that the Board may consider relevant and applicable from time to time. The ultimate decision is based on merit and contribution that the selected Board members could bring to the Board.

• The Board has, from time to time, reviewed and monitored the implementation of the policy to ensure its effectiveness. It will at appropriate time set measurable objectives for achieving diversity on the Board.




A.6 Responsibilities of directors


Every Director must always know his responsibilities as a Director of the Company and its conduct, business activities and development.

A.6.1 Every newly appointed director of the company should receive a comprehensive, formal and tailored induction on appointment. Subsequently he should receive any briefing and professional development necessary to ensure that he has a proper understanding of the company’s operations and business and is fully aware of his responsibilities under statute and common law, the Listing Rules, legal and other regulatory requirements and the company’s business and governance policies.

C • The Company Secretary and key officers of the Company Secretarial Department liaise closely with newly appointed Directors both immediately before and after his/her appointment to acquaint them with the duties and responsibilities as a Director of the Company and the business operation of the Company.

• A package, which has been compiled and reviewed by the Company’s legal advisers, setting out the duties and responsibilities of directors under the Listing Rules and relevant regulatory requirements is provided to each newly appointed Director. Further information package comprising the latest developments in laws, rules and regulations relating to the duties and responsibilities of directors will be forwarded to each Director from time to time for his/her information and ready reference. Guidelines for directors have also been forwarded to each Director for his/her information and ready reference.

• During the year, the Company had arranged at the cost of the Company Directors seminar sessions conducted by qualified professionals experienced on topics relating to the roles, functions and duties of the Directors. Certificates were issued to Directors who had attended the seminar sessions.

• In addition, the Company has from time to time provided information and briefings to Directors on the latest developments in the laws, rules and regulations relating to Directors’ duties and responsibilities. The Company had also, on an individual basis, advised Directors on queries raised or issues which arise in the performance of their duties as directors.

A.6.2 The functions of non-executive directors include:

– bring independent judgement on issues of strategy, policy, performance, accountability, resources, key appointments and standards of conduct at board meetings

– take the lead on potential conflicts of interests

– serve on the audit, remuneration, nomination and other governance committees, if invited

– scrutinise the company’s performance in achieving agreed corporate goals and objectives, and monitoring performance reporting

C

C

C

C

• The Non-executive Directors exercise their independent judgement and advise on the future business direction and strategic plans of the Company.

• The Non-executive Directors review the financial information and operational performance of the Company on a regular basis.

• The Independent Non-executive Directors are invited to serve on the Audit Committee and Remuneration Committee of the Company.




A.6.3 Every director should ensure that he can give sufficient time and attention to the company’s affairs and should not accept the appointment if he cannot do so.

C • There is satisfactory attendance at Board meetings during the year. Please refer to A.1.1 above for the attendance records.

• Every Executive Director has hands-on knowledge and expertise in the areas and operation in which he is charged with. Appropriate attention to the affairs of the Company is measured in terms of time as well as the quality of such attention and the ability of the Directors to contribute with reference to his/her area of knowledge and expertise, and his/her global perspective.

A.6.4 Board should establish written guidelines no less exacting than the Model Code for relevant employees.

C • The Company had adopted the model code for securities transactions by directors of listed issuers (“Model Code”) set out in Appendix 10 to the Listing Rules as its own code of conduct regarding Directors’ securities transactions effective from 8 September 2008 for replacing the comparable model code adopted by the Company while it was listed on the Growth Enterprise Market of the Stock Exchange. The Model Code has been revised and adopted by the Company from time to time to comply with the new requirements set out in Appendix 10 to the Listing Rules.

• Confirmation has been received from all Directors that they have complied with the required standards set out in the Model Code for the year ended 31 December 2015.

• Written guidelines on no less exacting terms than the Model Code relating to securities transactions for employees are set out in the Personnel Manual of the Company.

• Since December 2011, the Company has established a policy on handling of confidential and price-sensitive information, and securities dealing for all employees of the Group to comply with when they are in possession of confidential or unpublished price-sensitive information in relation to the Group. Such policy has since been revised to comply with the new requirements set out in Part XIVA of the Securities and Futures Ordinance that came into effect on 1 January 2013. Such revised policy has been posted on the Company’s intranet and disseminated to all employees of the Company in December 2012.




A.6.5 All directors should participate in continuous professional development to develop and refresh their knowledge and skills. This is to ensure that their contribution to the board remains informed and relevant. The company should be responsible for arranging and funding suitable training, placing an appropriate emphasis on the roles, functions and duties of a listed company director.

C • A package, which has been compiled and reviewed by the Company’s legal advisers, setting out the duties and responsibilities of directors under the Listing Rules and relevant regulatory requirements is provided to each newly appointed Director. Further information package comprising the latest developments in laws, rules and regulations relating to the duties and responsibilities of directors will be forwarded to each Director from time to time for his/her information and ready reference. Guidelines for directors have also been forwarded to each Director for his/her information and ready reference.

• In addition, the Company has from time to time provided information and briefings to Directors on the latest developments in the laws, rules and regulations relating to Directors’ duties and responsibilities. The Company had also, on an individual basis, advised Directors on queries raised or issues which arise in the performance of their duties as directors.

• The Directors have provided to the Company their records of continuous professional development during the year 2015.

• During the year, the Company had arranged at the cost of the Company Directors seminar sessions conducted by qualified professionals experienced on topics relating to the roles, functions and duties of the Directors. Certificates were issued to Directors who had attended the seminar sessions. Directors have also participated in continuous professional training organised by professional bodies and/or government authorities.

The Directors’ knowledge and skills are continuously developed and refreshed by, inter alia, the following means:

(1) Reading memoranda issued or materials provided (for example, in-house directors’ seminar) from time to time by the Company to Directors, and as applicable, briefings and reports by the Company Secretary, as regards legal and regulatory changes and matters of relevance to the Directors in the discharge of their duties with the latest developments in public consultations, laws, rules and regulations relating to the duties and responsibilities of directors and corporate governance;

(2) Participation in continuous professional training seminars/conferences/courses/workshops on subjects relating to directors’ duties and corporate governance, etc. organised by the Company and/or professional bodies and/or government authorities; and

(3) Reading news/journal/magazine/other reading materials as regards legal and regulatory changes and matters of relevance to the Directors in the discharge of their duties.




A.6.5 (cont’d)

• Records of the Directors’ training during 2015 are as follows:

Members of the boardtraining received

executive Directors

LI Tzar Kuoi, Victor (Chairman) (1), (2) & (3)

KAM Hing Lam (President and Chief Executive Officer) (1) & (3)

IP Tak Chuen, Edmond (1) & (3)

YU Ying Choi, Alan Abel (1) & (2)

CHU Kee Hung (1) & (2)

non-executive Directors

Peter Peace TULLOCH (Non-executive Director) (1) & (2)

KWOK Eva Lee (Independent Non-executive Director) (1) & (2)

Colin Stevens RUSSEL (Independent Non-executive Director)

(1) & (2)

KWAN Kai Cheong (Independent Non-executive Director)*

(1), (2) & (3)


A.6.6 Each director should disclose to the company at the time of his appointment, and in a timely manner for any change, the number and nature of offices held in public companies or organisations and other significant commitments. The identity of the public companies or organisations and an indication of the time involved should also be disclosed. The board should determine for itself how frequently this disclosure should be made.

C • The Directors have disclosed to the Company at the time of their appointment and from time to time thereafter the number and nature of offices held in public companies or organisations and other significant commitments, identifying the public companies or organisations involved.

A.6.7 Independent non-executive directors and other non-executive directors, as equal board members, should give the board and any committees on which they serve the benefit of their skills, expertise and varied backgrounds and qualifications through regular attendance and active participation. They should also attend general meetings and develop a balanced understanding of the views of shareholders.

E • There is satisfactory attendance at Board meetings, Board Committee meetings, the meetings between the Chairman and the Non-executive Directors (including the Independent Non-executive Directors) and the general meeting during the year except that a Non-executive Director did not attend the annual general meeting of the Company held on 15 May 2015 due to a sudden indisposition. Please refer to A.1.1, A.2.2, B.1.2, C.3.1 and E.1.2 for the attendance records.

• Extent of participation and contribution should be viewed both quantitatively and qualitatively.




A.6.8 Independent non-executive directors and other non-executive directors should make a positive contribution to the development of the company’s strategy and policies through independent, constructive and informed comments.

C • Please refer to A.6.7 above.

A.7 supply of and access to information


Directors should be provided in a timely manner with appropriate information in the form and quality to enable them to make an informed decision and perform their duties and responsibilities.

A.7.1 – Send agenda and full board papers to all directors at least 3 days before regular board or board committee meetings

– As far as practicable for other board or board committee meetings

C

C

• Board/Board Committee papers are circulated not less than three days before the regular Board/Board Committee meetings to enable the Directors/Board Committee members to make informed decisions on matters to be raised at the Board/Board Committee meetings.

A.7.2 – Management has an obligation to supply the board and its committees with adequate and reliable information in a timely manner to enable it to make informed decisions.

– The board and individual directors should have separate and independent access to the company’s senior management for making further enquiries where necessary.

C

C

• The Company Secretary and the Vice President, Finance attend all regular Board meetings to advise on corporate governance, statutory compliance, and accounting and financial matters, as appropriate.

• Communications between Directors on the one hand, and the Company Secretary, who acts as co-ordinator for the other business units of the Group on the other, is a dynamic and interactive process to ensure that queries raised and clarification sought by the Directors are dealt with and that further supporting information is provided, as appropriate.

A.7.3 – All directors are entitled to have access to board papers and related materials.

– Queries raised by directors should receive a prompt and full response, if possible.

C

C

• Please refer to A.7.1 and A.7.2 above.




b. ReMuneRAtion oF DiReCtoRs AnD senioR MAnAgeMent AnD boARD evAluAtion

b.1 the level and make-up of remuneration and disclosure


The Company should disclose its Director’s remuneration policy and other remuneration related matters. The procedure for setting policy on Executive Directors’ remuneration and all Directors’ remuneration packages should be formal and transparent.

B.1.1 The remuneration committee should consult the chairman and/or chief executive about their remuneration proposals for other executive directors and should have access to independent professional advice if necessary.

C • The Remuneration Committee has consulted the Chairman and/or the Chief Executive Officer about proposals relating to the remuneration packages and other human resources issues of the Directors and senior management, including, without limitation, succession plan and key personnel movements as well as policies for recruiting and retaining qualified personnel.

• The emoluments of Directors have been determined with reference to the skills, knowledge, involvement in the Company’s affairs and the performance of each Director, and to the profitability of the Company and prevailing market conditions during the year.

• To enable them to better advise on the Group’s future remuneration policy and related strategies, the Remuneration Committee has been advised of the Group’s existing remuneration policy and succession plan, including the corporate philosophy in formulating employees’ remuneration packages, and market trends and related information.

• The Remuneration Committee is satisfied that there is in place a clear system for determining remuneration, which is reasonable and has been followed consistently in its application.




B.1.2 The remuneration committee’s terms of reference should include:

– recommend to the board on the company’s policy and structure for all directors’ and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy

– review and approve the management’s remuneration proposals with reference to the board’s corporate goals and objectives

– either to determine, with delegated responsibility, or to make recommendations to the board on the remuneration packages of individual executive directors and senior management

– recommend to the board on the remuneration of non-executive directors

– consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the group

– review and approve compensation payable on loss or termination of office or appointment

– review and approve compensation arrangements relating to dismissal or removal of directors for misconduct

– ensure that no director or any of his associates is involved in deciding his own remuneration

C • The Company established its remuneration committee (“Remuneration Committee”) on 1 January 2005. A majority of the members are Independent Non-executive Directors.

• The Remuneration Committee comprises the Chairman of the Board, Mr. Li Tzar Kuoi, Victor, and two Independent Non-executive Directors, namely, Mrs. Kwok Eva Lee (Chairman of the Remuneration Committee) and Mr. Colin Stevens Russel.

• The terms of reference of the Remuneration Committee (both English and Chinese versions) follow closely the requirements of the CG Code. The same as modified from time to time and adopted by the Board, are posted on the websites of the Company and HKEx.

• The Remuneration Committee, with delegated responsibility, determines the remuneration packages of individual Executive Directors and senior management, and reviews the remuneration of Non-executive Directors.

• Since the publication of the Annual Report 2014 in March 2015, meetings of the Remuneration Committee were held in November 2015 and January 2016. Attendance records of the members of the Remuneration Committee are as follows:

Members of the Remuneration Committee Attendance

KWOK Eva Lee (Chairman of the Remuneration Committee) 2/2LI Tzar Kuoi, Victor 2/2Colin Stevens RUSSEL 2/2

• The following is a summary of the work of the Remuneration Committee during the said meetings:

1. Review the remuneration policy for 2015/2016;

2. Recommend to the Board the Company’s policy and structure for the remuneration of Directors and the management;

3. Review the remuneration packages of Executive Directors and the management with reference to the established system of the Company for determining the remuneration review;

4. Review and approve the remuneration of Non-executive Directors; and

5. Review the annual bonus policy.

• No Director or any of his/her associates is involved in deciding his/her own remuneration at the meetings of the Remuneration Committee held in November 2015 and January 2016.




B.1.3 The remuneration committee should make available its terms of reference, explaining its role and the authority delegated to it by the board by including them on HKEx’s website and the company’s website.

C • The terms of reference of the Remuneration Committee are posted on the websites of the Company and HKEx.

• The principal responsibilities of the Remuneration Committee include making recommendations to the Board on the Company’s policy and structure for the remuneration of Directors and the management, and reviewing the remuneration packages of all Executive Directors and the management with reference to the corporate goals and objectives of the Board resolved from time to time.

B.1.4 The remuneration committee should be provided with sufficient resources to perform its duties.

C • The Personnel Department provides administrative support and implements the approved remuneration packages and other human resources related decisions approved by the Remuneration Committee.

B.1.5 The company should disclose details of any remuneration payable to members of senior management by band in the annual reports.

C • The Board has resolved that the senior management of the Company comprises only the Executive Directors of the Company. Please refer to note 37 in the Notes to the Consolidated Financial Statements for details of the remuneration payable to the Directors.

C. ACCountAbilitY AnD AuDit

C.1 Financial reporting


The Board should present a balanced, clear and comprehensible assessment of the Company’s performance, position and prospects.

C.1.1 Management should provide sufficient explanation and information to the board to enable it to make an informed assessment of financial and other information put before it for approval.

C • Directors are provided with a review of the Group’s major business activities and key financial information on a quarterly basis.

C.1.2 Management should provide all members of the board with monthly updates giving a balanced and understandable assessment of the company’s performance, position and prospects in sufficient detail to enable the board as a whole and each director to discharge their duties.

C • Monthly updates had been provided to all members of the Board since April 2012, the effective date of code provision C.1.2, for the purpose of providing a balanced and understandable assessment of the Company’s performance, position and prospects in sufficient detail to enable the Board as a whole and each Director to discharge their duties.




C.1.3 – The directors should acknowledge in the Corporate Governance Report their responsibility for preparing the accounts.

– There should be a statement by the auditors about their reporting responsibilities in the auditor’s report on the financial statements.

– Unless it is inappropriate to assume that the company will continue in business, the directors should prepare the accounts on a going concern basis, with supporting assumptions or qualifications as necessary.

– Where the directors are aware of material uncertainties relating to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern, they should be clearly and prominently disclosed and discussed at length in the Corporate Governance Report.

C

C

C

N/A

• The Directors acknowledged in writing on an annual basis their responsibility for preparing the financial statements of the Group.

• Directors are not aware of material uncertainties relating to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern as referred to in C.1.3 of the CG Code.

• With the assistance of the Company’s Finance Department which is under the supervision of the Vice President, Finance who is a professional accountant, the Directors ensure the preparation of the financial statements of the Group are in accordance with statutory requirements and applicable accounting standards.

• The Directors also ensure the publication of the financial statements of the Group is in a timely manner.

• The statement by the auditor of the Company regarding its reporting responsibilities on the financial statements of the Group is set out in the Independent Auditor’s Report on pages 49 and 50.

C.1.4 The directors should include in the separate statement containing a discussion and analysis of the group’s performance in the annual report, an explanation of the basis on which the company generates or preserves value over the longer term (the business model) and the strategy for delivering the company’s objectives.

C • The Board has included the separate statement containing a discussion and analysis of the Group’s Long Term Development Strategy in the Annual Report 2015.

C.1.5 The board should present a balanced, clear and understandable assessment in annual and interim reports and other financial disclosures required by the Listing Rules. It should also do so for reports to regulators and information disclosed under statutory requirements.

C • The Board aims to present a clear, balanced and understandable assessment of the Group’s performance and position in all shareholder communications.

• The Board is aware of and updated with the requirements under the applicable rules and regulations about timely disclosure of inside information or matters regarding the Company and will authorise the publication of such announcements as and when the occasion arises. The Company Secretary and key officers of the Company Secretarial Department work closely and in consultation with legal advisers to review the materiality and sensitivity of transactions and proposed transactions and advise the Board accordingly.




C.2 internal controls


The Board should ensure that the Company maintains sound and effective internal controls to safeguard shareholders’ investment and the Company’s assets.

C.2.1 – Directors to review the effectiveness of the company’s and its subsidiaries’ internal control systems at least annually and to report that they have done so in the Corporate Governance Report

– The review should cover all material controls, including financial, operational and compliance controls and risk management functions.

C

C

• The Board, through the audit committee of the Company (“Audit Committee”), has conducted an annual review of the effectiveness of the system of internal control of the Company and its subsidiaries and considers it is adequate and effective. The review covers all material controls, including financial, operational and compliance controls and risk management functions. The Board is not aware of any significant areas of concern which may affect the shareholders. The Board is satisfied that the Group has fully complied with the code provisions on internal controls as set forth in the CG Code.

• The Board has overall responsibility for maintaining sound and effective internal control system of the Group. The Group’s internal control system includes a defined management structure with limits of authority, is designed to help the achievement of business objectives, safeguard assets against unauthorised use or disposition, ensure the maintenance of proper accounting records for the provision of reliable financial information for internal use or for publication, and ensure compliance with relevant legislation and regulations. The system is designed to provide reasonable, but not absolute, assurance against material misstatement or loss and to manage rather than eliminate risks of failure in operational systems and achievement of the Group’s objectives.

Organisational Structure

• An organisational structure with operating policies and procedures, lines of responsibility and delegated authority has been established.

Authority and Control

• The relevant Executive Directors and senior management are delegated with respective levels of authorities with regard to key corporate strategy and policy and contractual commitments.

Budgetary Control and Financial Reporting

• Budgets are prepared and are subject to the approval of the Executive Directors prior to being adopted. There are procedures for the appraisal, review and approval of major capital and recurrent expenditure. Results of operations against budgets are reported regularly to the Executive Directors.

• Proper controls are in place for the recording of complete, accurate and timely accounting and management information. Regular reviews and audits are carried out to ensure that the preparation of financial statements is carried out in accordance with generally accepted accounting principles, the Group’s accounting policies and applicable laws and regulations.

Internal Audit

• The Internal Audit Department provides an independent appraisal of the Group’s financial and operational activities, and makes constructive recommendations to the relevant management for necessary actions. The results of internal audit reviews and corresponding remedial actions taken are reported to the senior management and Audit Committee periodically. The annual work plan of the Internal Audit Department focuses on those areas of the Group’s activities with significant perceived risks and the plan is reviewed and endorsed by the Audit Committee.




C.2.2 The board’s annual review should, in particular, consider the adequacy of resources, staff qualifications and experience, training programmes and budget of the company’s accounting and financial reporting function.

C • The Board, through the Audit Committee and with the appraisal performed by the Internal Audit Department, reviewed the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company’s accounting and financial reporting function at the Board meeting held in March 2016 and noted that the Company has been in compliance with the Code Provision for the year 2015. Please also refer to C.3.3 below.

C.3 Audit CommitteeCorporate Governance PrincipleThe Board should establish formal and transparent arrangements to consider how it will apply financial reporting and internal control principles and maintain an appropriate relationship with the Company’s auditors.

C.3.1 – Full minutes of audit committee meetings should be kept by a duly appointed secretary of the meeting.

– Draft and final versions of minutes should be sent to all committee members for their comment and records, within a reasonable time after the meeting.

C

C

• Minutes drafted by the Company Secretary are circulated to members of the Audit Committee within a reasonable time after each meeting.

• Audit Committee meetings were held in February and July of 2015. Attendance records of members of the Audit Committee are as follows:

Members of the Audit Committee Attendance

KWAN Kai Cheong (Chairman of the Audit Committee) * 1/1KWOK Eva Lee 2/2Colin Stevens RUSSEL 2/2WONG Yue-chim, Richard ** 1/1

* Appointed as an Independent Non-executive Director and the Chairman of the Audit Committee with effect from 24 March 2015 and 15 May 2015 respectively.

** Retired as an Independent Non-executive Director with effect from the close of the annual general meeting of the Company held on 15 May 2015 and ceased to be the Chairman of the Audit Committee on the same date.

• The following is a summary of the work of the Audit Committee during 2015:

1. Review the financial reports for 2014 annual results and 2015 interim results;

2. Review the findings and recommendations of the Internal Audit Department on the work of various divisions/departments and related companies;

3. Review the effectiveness of the internal control system;

4. Review the external auditor’s audit findings;

5. Review the auditor’s remuneration;

6. Review the risks of different business units and analysis thereof provided by the relevant business units;

7. Review the control mechanisms for such risks and advising on action plans for improvement of the situations;

8. Review the arrangements employees can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters; and

9. Perform the corporate governance functions and review the corporate governance policies and practices.

• After due and careful consideration of reports from management and the internal and external auditors, the Audit Committee noted that no suspected fraud or irregularities, significant internal control deficiencies, or suspected infringement of laws, rules, or regulations had been found, and concluded at the meeting held on 14 March 2016 that the internal control system was adequate and effective.




C.3.1 (Cont’d)

• On 14 March 2016, the Audit Committee met to review the Group’s 2015 consolidated financial statements, including the accounting principles and practices adopted by the Group, in conjunction with the Company’s external auditor. After review and discussions with the management, internal auditor and external auditor, the Audit Committee endorsed the accounting treatment adopted by the Company, and the Audit Committee had to the best of its ability assured itself that the disclosure of the financial information in the Annual Report 2015 complied with the applicable accounting standards and Appendix 16 to the Listing Rules. The Audit Committee therefore resolved to recommend for the Board’s approval the consolidated financial statements for the year ended 31 December 2015.

• The Audit Committee also recommended to the Board the re-appointment of Messrs. Deloitte Touche Tohmatsu (“Deloitte”) as the Company’s external auditor for 2016 and that the related resolution shall be put forth for shareholders’ consideration and approval at the 2016 annual general meeting.

• The Group’s Annual Report for the year ended 31 December 2015 has been reviewed by the Audit Committee.

C.3.2 A former partner of existing auditing firm shall not act as a member of the audit committee for 1 year from the date of his ceasing to be a partner of or to have any financial interest in, the firm, whichever is later.

C • No member of the Audit Committee is a former partner of the existing auditing firm of the Company during the one year after he/she ceases to be a partner of the auditing firm.

C.3.3 The audit committee’s terms of reference should include:

– recommendations to the board on the appointment, reappointment and removal of external auditor and approval of their terms of engagement

– review and monitor external auditor’s independence and objectivity and effectiveness of audit process

– review of the company’s financial information

– oversight of the company’s financial reporting system and internal control procedures, including the adequacy of resources, staff qualifications and experience, training programmes and budget of the company’s accounting and financial reporting function

C • The terms of reference of the Audit Committee (both English and Chinese versions), which follow closely the requirements of the CG Code and are modified from time to time and adopted by the Board, are posted on the websites of the Company and HKEx.




C.3.4 The audit committee should make available its terms of reference, explaining its role and the authority delegated to it by the board by including them on HKEx’s and the company’s website.

C • The Listing Rules require every listed issuer to establish an audit committee comprising at least three members who must be non-executive directors only, and the majority thereof must be independent non-executive directors, at least one of whom must have appropriate professional qualifications, or accounting or related financial management expertise. The Company established the Audit Committee on 26 June 2002 with written terms of reference based on the guidelines recommended by the Hong Kong Institute of Certified Public Accountants.

• In accordance with the requirements of the CG Code, the terms of reference of the Audit Committee were revised from time to time in terms substantially the same as the provisions set out in the CG Code. The latest version of the terms of reference of the Audit Committee is available on the websites of the Company and HKEx.

• The principal duties of the Audit Committee include the review and supervision of the Group’s financial reporting system and internal control procedures, review of the Group’s financial information, review of the relationship with the external auditor of the Company and performance of the corporate governance functions delegated by the Board. Regular meetings have been held by the Audit Committee since its establishment.

• The Audit Committee comprises three Independent Non-executive Directors, namely, Professor Wong Yue-chim, Richard (Chairman of the Audit Committee) (until 15 May 2015), Mrs. Kwok Eva Lee and Mr. Colin Stevens Russel. Professor Wong retired as an Independent Non-executive Director with effect from the close of the annual general meeting of the Company held on 15 May 2015 and ceased to be the Chairman of the Audit Committee on the same date. Mr. Kwan Kai Cheong (appointed as an Independent Non-executive Director on 24 March 2015) was appointed as the Chairman of the Audit Committee with effect from 15 May 2015 following the retirement of Professor Wong. The Audit Committee held two meetings in 2015.

C.3.5 Where the board disagrees with the audit committee’s view on the selection, appointment, resignation or dismissal of the external auditors, the company should include in the Corporate Governance Report a statement from the audit committee explaining its recommendation and also the reason(s) why the board has taken a different view.

N/A • The Audit Committee recommended to the Board that, subject to shareholders’ approval at the forthcoming annual general meeting, Deloitte be re-appointed as the Company’s external auditor for 2016.

• For the year ended 31 December, 2015 the external auditor of the Company received approximately HK$11,923,000 for audit services and approximately HK$3,214,000 for non-audit services, comprising tax compliance and advisory services of approximately HK$2,624,000 and other services of approximately HK$590,000.

C.3.6 The audit committee should be provided with sufficient resources to perform its duties.

C • The Audit Committee has been advised that the Company Secretary can arrange independent professional advice at the expense of the Company should the seeking of such advice be considered necessary by the Audit Committee.




C.3.7 The terms of reference of the audit committee should also require it:

– to review arrangements employees of the company can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters. The audit committee should ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action; and

– to act as the key representative body for overseeing the company’s relations with the external auditor.

C

C

• The terms of reference of the Audit Committee were revised with effect from 1 January 2012 to include the requirement to review arrangements that employees of the Company can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters.

• The Company has established the Procedures for Reporting Possible Improprieties in Matters of Financial Reporting, Internal Control or Other Matters for employees and those who deal with the Group to raise concerns, in confidence, with the Audit Committee about possible improprieties in matters of financial reporting, internal control or other matters relating to the Group. Such procedures were included into the Company’s Personnel Manual and posted on the Company’s website.

• The Company has issued a Personnel Manual to its staff, which contains the mechanism for employees to raise any issues they may have to their department heads and to the Personnel Department for necessary action (whether these relate to their career development or any other grievances and complaints they may have).

D. DelegAtion bY tHe boARD

D.1 Management functions


The Company should have a formal schedule of matters specifically reserved for Board approval and those delegated to management.

D.1.1 When the board delegates aspects of its management and administration functions to management, it must, at the same time, give clear directions as to the management’s powers, in particular, where management should report back and obtain prior board approval before making decisions or entering into any commitments on the company’s behalf.

C • Executive Directors are in charge of different businesses and functional divisions in accordance with their respective areas of expertise.

• Please refer to the Management Structure Chart set out on page 160.

• For matters or transactions of a material nature, the same will be referred to the Board for approval.

• For matters or transactions of a magnitude requiring disclosure under the Listing Rules or other applicable rules or regulations, appropriate disclosure will be made and where necessary, circular will be prepared and shareholders’ approval will be obtained in accordance with the requirements of the applicable rules and regulations.

• Specifically, the Board has had in place Guidelines for Treasury Investments stating the authority limits of treasury investments under different scenarios beyond which Board approval will be required.




D.1.2 Formalise functions reserved to the board and those delegated to management and to review those arrangements periodically to ensure that they remain appropriate to the company’s needs.

C • The Board, led by the Chairman, is responsible for the Group’s future development directions; overall strategies and policies; evaluation of the performance of the Group and the management; and approval of matters that are of a material or substantial nature.

• Under the leadership of the Chief Executive Officer, management is responsible for the day-to-day operations of the Group.

D.1.3 The company should disclose the respective responsibilities, accountabilities and contributions of the board and management.

C • Please refer to the Management Structure Chart set out on page 160.

D.1.4 Directors should clearly understand delegation arrangements in place. The company should have formal letters of appointment for directors setting out the key terms and conditions of their appointment.

C • In February 2012, formal letters of appointment have been issued to all Directors setting out the key terms and conditions of their respective appointment. Each newly appointed Director will also be issued with a letter of appointment.

D.2 board Committees


Board Committees should be formed with specific written terms of reference which deal clearly with their authority and duties.

D.2.1 Where board committees are established to deal with matters, the board should give them sufficiently clear terms of reference to enable them to perform their functions properly.

C • Two Board Committees, namely, Audit Committee and Remuneration Committee, have been established with specific terms of reference as mentioned in C.3.3 and B.1.3 above.

D.2.2 The terms of reference of board committees should require them to report back to the board on their decisions or recommendations, unless there are legal or regulatory restrictions on their ability to do so (such as a restriction on disclosure due to regulatory requirements).

C • Board Committees report to the Board of their decisions and recommendations at the Board meetings.




D.3 Corporate governance Functions

D.3.1 The terms of reference of the board (or a committee or committees performing this function) should include:

– develop and review the company’s policies and practices on corporate governance and make recommendations to the board;

– review and monitor the training and continuous professional development of directors and senior management;

– review and monitor the company’s policies and practices on compliance with legal and regulatory requirements;

– develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors; and

– review the company’s compliance with the CG Code and disclosure in the Corporate Governance Report.

C • The terms of reference of the Audit Committee were revised with effect from 1 January 2012 to include the following corporate governance functions delegated by the Board:

1. Develop and review the Company’s policies and practices on corporate governance and make recommendations to the Board;

2. Review and monitor the training and continuous professional development of Directors and senior management;

3. Review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;

4. Develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and Directors; and

5. Review the Company’s compliance with the CG Code and disclosure in this Corporate Governance Report.

• At the Audit Committee’s meeting held in March 2016, members of the Audit Committee had performed the above-mentioned corporate governance functions by reviewing the Company’s policies and practices on corporate governance and compliance with legal and regulatory requirements.

D.3.2 The board should be responsible for performing the corporate governance duties set out in the terms of reference in D.3.1 or it may delegate the responsibility to a committee or committees.

C • The Board has delegated the responsibility of performing the corporate governance duties to the Audit Committee. To that effect, the terms of reference of the Audit Committee as set out in D.3.1 above were revised with effect from 1 January 2012 to include the corporate governance functions delegated by the Board.




e. CoMMuniCAtion WitH sHAReHolDeRs

e.1 effective communication


The Board should be responsible for maintaining an on-going dialogue with shareholders and in particular, use annual general meetings or other general meetings to communicate with them and encourage their participation.

E.1.1 For each substantially separate issue at a general meeting, a separate resolution should be proposed by the chairman of that meeting. The company should avoid “bundling” resolutions unless they are interdependent and linked forming one significant proposal. Where the resolutions are “bundled”, the company should explain the reasons and material implications in the notice of meeting.

C • Separate resolutions are proposed at the general meetings of the Company for each substantially separate issue, including the election of individual Directors.

E.1.2 – The chairman of the board should attend the annual general meeting. He should also invite the chairmen of the audit, remuneration, nomination and any other committees (as appropriate) to attend. In their absence, he should invite another member of the committee to be available to answer questions at the annual general meeting.

– The chairman of the independent board committee (if any) should also be available to answer questions at any general meeting to approve a connected transaction or any other transaction that requires independent shareholders’ approval.

– The company’s management should ensure the external auditor attend the annual general meeting to answer questions about the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies and auditor independence.

C

C

C

• In 2015, the Chairman of the Board, Chairman of the Audit Committee and Chairman of the Remuneration Committee attended the annual general meeting and were available to answer questions.

• Directors’ attendance records of the 2015 annual general meeting are as follows:

Members of the board Attendanceexecutive Directors

LI Tzar Kuoi, Victor (Chairman of the Board) 1/1KAM Hing Lam 1/1IP Tak Chuen, Edmond 1/1YU Ying Choi, Alan Abel 1/1CHU Kee Hung 1/1non-executive Directors

Peter Peace TULLOCH (Non-executive Director) 0/1KWOK Eva Lee (Independent Non-executive Director) (Chairman of the Remuneration Committee)

1/1

Colin Stevens RUSSEL (Independent Non-executive Director) 1/1KWAN Kai Cheong (Independent Non-executive Director) (Chairman of the Audit Committee)*

1/1

WONG Yue-chim, Richard (Independent Non-executive Director)** 1/1

* Appointed as an Independent Non-executive Director and the Chairman of the Audit Committee with effect from 24 March 2015 and 15 May 2015 respectively.

** Retired as an Independent Non-executive Director with effect from the close of the annual general meeting of the Company held on 15 May 2015 and ceased to be the Chairman of the Audit Committee on the same date.

• In 2015, the Company’s external auditor attended the annual general meeting and was available to answer questions.




E.1.3 The company should arrange for the notice to shareholders to be sent for annual general meeting at least 20 clear business days before the meeting and to be sent at least 10 clear business days for all other general meetings.

C • The Company’s notice to shareholders for the 2015 annual general meeting of the Company was sent at least 20 clear business days before the meeting.

E.1.4 The board should establish a shareholders’ communication policy and review it on a regular basis to ensure its effectiveness.

C • In March 2012, the Board established a shareholders communication policy and made it available on the Company’s website. The policy is subject to review on a regular basis to ensure its effectiveness.

• The particulars of shareholders’ rights relating to, inter alia, convening of extraordinary general meetings and making enquiries to the Company are as follows:

1. The Company has only one class of shares. All shares have the same voting rights and are entitled to the dividends declared. The Articles of Association of the Company (“Articles”) set out the rights of shareholders.

2. Any two or more shareholders holding not less than one-tenth of the paid-up capital of the Company or any one shareholder which is a recognised clearing house (or its nominee(s)) holding not less than one-tenth of the paid-up capital of the Company may, in accordance with the requirements and procedures set out in the Articles, request the Board to convene an extraordinary general meeting pursuant to Article 72 of the Articles. The objects of the meeting must be stated in the written requisition which must be signed by the requisitionist(s) and deposited at the principal office of the Company in Hong Kong. The notice shall contain, inter alia, a description of the proposed resolution desired to be put forward at the meeting, the reasons for such proposal and any material interest of the proposing shareholder in such proposal.

3. Pursuant to Article 120 of the Articles, if a shareholder wishes to propose a person other than a retiring Director for election as a Director at any general meeting (including annual general meeting), the shareholder should lodge a written notice of his/her intention to propose such person for election as a Director with the Company Secretary during a period, as may from time to time be designated by the Company, of at least seven days, which shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting. Such written notice must be accompanied by a notice signed by the person to be proposed of his/her willingness to be elected as a Director.

4. In conducting a poll, subject to any special rights, privileges or restrictions as to voting for the time being attached to any shares by or in accordance with the Articles, every shareholder present in person or by proxy or, in the case of a shareholder being a corporation, by its duly authorised representative, shall have one vote for each share registered in his/her/its name in the register. On a poll a shareholder entitled to more than one vote is under no obligation to cast all his/her votes in the same way.




E.1.4 (Cont’d)

5. Shareholders have the right to receive corporate communications issued by the Company in hard copies or through electronic means in accordance with the manner as specified in Article 167 of the Articles.

6. Shareholders whose shares are held in the Central Clearing and Settlement System (CCASS) may notify the Company from time to time through Hong Kong Securities Clearing Company Limited if they wish to receive the Company’s corporate communications.

7. Shareholders and other stakeholders may send their enquiries and concerns, in written form, to the Board by addressing them to the Company Secretary at 7th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.

e.2 voting by poll


The Company should ensure that shareholders are familiar with the detailed procedures for conducting a poll.

E.2.1 The chairman of a meeting should ensure that an explanation is provided of the detailed procedures for conducting a poll and answer any questions from shareholders on voting by poll.

C • At the 2015 annual general meeting, the Chairman of the meeting explained (through the Company Secretary) the detailed procedures for conducting a poll, and answered questions from shareholders.

• At the 2015 annual general meeting, the Chairman of the meeting exercised his power under the Company’s Articles of Association to put each resolution set out in the notice to be voted by way of a poll.

• Representatives of the Branch Share Registrar of the Company were appointed as scrutineers to monitor and count the poll votes cast at the 2015 annual general meeting.

• Since the Company’s 2004 annual general meeting, all the resolutions (other than procedural or administrative resolutions) put to vote at the Company’s general meetings were taken by poll.

• Poll results were posted on the websites of the Company and HKEx.




F. CoMPAnY seCRetARY


The Company Secretary plays an important role in supporting the Board by ensuring good information flow within the Board and that Board policy and procedures are followed. The Company Secretary is responsible for advising the Board through the Chairman and/or the Chief Executive Officer on governance matters and should also facilitate induction and professional development of Directors.

F.1.1 The company secretary should be an employee of the company and have day-to-day knowledge of the company’s affairs.

C • The Company has appointed an employee of the Company to be the Company Secretary of the Company since 2002.

• The Company Secretary ensures the effective conduct of Board meetings and that Board procedures are duly followed.

• The Company Secretary prepares written resolutions or minutes and keeps records of substantive matters discussed and decisions resolved at all Board and Board Committee meetings.

• The Company Secretary also advises on compliance with all applicable laws, rules and regulations in relation to the investments of the Group and keeps the Board fully abreast of all legislative, regulatory and corporate governance developments.

F.1.2 The board should approve the selection, appointment or dismissal of the company secretary.

C • The appointment and removal of the Company Secretary is subject to Board approval in accordance with the Articles of Association of the Company.

F.1.3 The company secretary should report to the board chairman and/or the chief executive.

C • The Company Secretary reports to the Board through the Chairman whilst all members of the Board have access to the advice of the Company Secretary.

F.1.4 All directors should have access to the advice and services of the company secretary to ensure that board procedures, and all applicable law, rules and regulations, are followed.

C • Directors have access to the Company Secretary and key officers of the Company Secretarial Department who are responsible to the Board for ensuring that Board procedures, and all applicable rules and regulations, are followed.

• Memoranda are issued to Directors from time to time to update them with legal and regulatory changes and matters of relevance to Directors in the discharge of their duties.



II. ReCoMMenDeD best PRACtiCesRecommended best Practice Ref.

Recommended

best Practices

Comply (“C”)/

explain (“e”) Corporate governance Practices

A. DiReCtoRs

A.1 the board


The Board should assume responsibility for leadership and control of the Company; and is collectively responsible for directing and supervising the Company’s affairs.

The Board should regularly review the contribution required from a Director to perform his responsibilities to the Company, and whether he is spending sufficient time performing them.

There is no recommended best practice under Section A.1 in the CG Code.

A.2 Chairman and Chief executive


There should be a clear division of responsibilities between the Chairman and the Chief Executive Officer of the Company to ensure a balance of power and authority.


A.3 board composition


The Board should have a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company’s business and should include a balanced composition of Executive and Non-executive Directors so that independent judgement can effectively be exercised.


A.4 Appointments, re-election and removal


There should be a formal, considered and transparent procedure for the appointment of new Directors and plans in place for orderly succession for appointments. All Directors should be subject to re-election at regular intervals.


A.5 nomination Committee


In carrying out its responsibilities, the nomination committee should give adequate consideration to the principles under Sections A.3 and A.4 in the CG Code.


A.6 Responsibilities of directors


Every Director must always know his responsibilities as a Director of the Company and its conduct, business activities and development.


A.7 supply of and access to information


Directors should be provided in a timely manner with appropriate information in the form and quality to enable them to make an informed decision and perform their duties and responsibilities.




Recommended best Practice Ref.

Recommended

best Practices

Comply (“C”)/


b. ReMuneRAtion oF DiReCtoRs AnD senioR MAnAgeMent AnD boARD evAluAtion

b.1 the level and make-up of remuneration and disclosure


The Company should disclose its Director’s remuneration policy and other remuneration related matters. The procedure for setting policy on Executive Directors’ remuneration and all Directors’ remuneration packages should be formal and transparent.

B.1.6 Where the board resolves to approve any remuneration or compensation arrangements with which the remuneration committee disagrees, the board should disclose the reasons for its resolution in its next Corporate Governance Report.

N/A • The Board has never approved any remuneration or compensation arrangements which have previously been rejected by the Remuneration Committee.

B.1.7 A significant proportion of executive directors’ remuneration should link rewards to corporate and individual performance.

C • In 2015, a significant proportion of Executive Directors’ remuneration has been structured to link rewards to corporate and individual performance. Please refer to note 37 in the Notes to the Consolidated Financial Statements for details of discretionary bonus.

B.1.8 The company should disclose details of any remuneration payable to members of senior management, on an individual and named basis, in the annual reports.

C • The Board has resolved that the senior management of the Company comprises only the Executive Directors of the Company. Please refer to note 37 in the Notes to the Consolidated Financial Statements for details of the remuneration payable to the Directors.

B.1.9 The board should conduct a regular evaluation of its performance.

E • The performance of the Board is best reflected by the Company’s results during the year.




Recommended

best Practices

Comply (“C”)/


C. ACCountAbilitY AnD AuDit

C.1 Financial reporting

Corporate Governance PrincipleThe Board should present a balanced, clear and comprehensible assessment of the Company’s performance, position and prospects.

C.1.6 – C.1.7

– The company should announce and publish quarterly financial results within 45 days after the end of the relevant quarter. These should disclose sufficient information to enable shareholders to assess the company’s performance, financial position and prospects. The company’s quarterly financial results should be prepared using the accounting policies of its half-year and annual accounts.

– Once the company announces quarterly financial results, it should continue to do so for each of the first 3 and 9 months periods of subsequent financial years. Where it decides not to continuously announce and publish its financial results for a particular quarter, it should announce the reason(s) for this decision.

E • The Company issued half-yearly financial results within 2 months after the end of the relevant period, and annual financial results within 3 months after the end of the relevant year. In addition, all significant transactions have been announced and disclosed in accordance with the Listing Rules during the year. The shareholders of the Company are therefore able to assess the performance, financial position and prospects of the Company. The Company does not consider it necessary, nor is it in the interests of the Company and its shareholders, to issue quarterly financial results. This would result in incurring costs disproportionate to any additional benefits to the shareholders.

• Please refer to C.1.6 above for details.




Recommended

best Practices

Comply (“C”)/


C.2 internal controls

Corporate Governance PrincipleThe Board should ensure that the Company maintains sound and effective internal controls to safeguard shareholders’ investment and the Company’s assets.

C.2.3 The board’s annual review should, in particular, consider:

– the changes, since the last annual review, in the nature and extent of significant risks, and the company’s ability to respond to changes in its business and the external environment;

– the scope and quality of management’s ongoing monitoring of risks and of the internal control system, and where applicable, the work of its internal audit function and other assurance providers;

– the extent and frequency of communication of monitoring results to the board (or board committee(s)) which enables it to assess control of the company and the effectiveness of risk management;

– significant control failings or weaknesses that have been identified during the period. Also, the extent to which they have resulted in unforeseen outcomes or contingencies that have had, could have had, or may in the future have, a material impact on the company’s financial performance or condition; and

– the effectiveness of the company’s processes for financial reporting and Listing Rule compliance.

C

C

C

C

C

• The Board, through the Audit Committee, reviews annually the effectiveness of internal control system of the Company and its subsidiaries, such review considers:

– the changes in the significant risks since the last review, and the Company’s ability to respond to changes in its business and the external environment;

– the management’s ongoing monitoring of risks and the system of internal control, and the work of the internal audit function;

– the communication of the monitoring results to the Board that enables it to build up a cumulative assessment of the state of control in the Company and the effectiveness of the risk management;

– any incidence of significant control failings or weaknesses identified and the extent to which they have caused unforeseeable outcomes or contingencies that had or might have material impact on the Company’s financial performance or condition; and

– the effectiveness of the Company’s processes relating to financial reporting and Listing Rules compliance.




Recommended

best Practices

Comply (“C”)/


C.2.4 The company should disclose, in the Corporate Governance Report, a narrative statement on how they have complied with internal control code provisions during the reporting period. The disclosures should also include:

– the process used to identify, evaluate and manage significant risks;

– additional information to explain its risk management processes and internal control system;

– an acknowledgement by the board that it is responsible for the internal control system and reviewing its effectiveness;

– the process used to review the effectiveness of the internal control system; and

– the process used to resolve material internal control defects for any significant problems disclosed in its annual reports and accounts.

C

C

C

C

C

• In the Corporate Governance Report, the Company, in particular item C.2.1 above, discloses:

– the process of identifying, evaluating and managing significant risks;

– any additional information to assist understanding of the risk management processes and internal control system;

– an acknowledgement by the Board that it is responsible for the internal control system and for reviewing its effectiveness;

– the process applied in reviewing the effectiveness of internal control system; and

– the process applied to deal with material internal control aspects of any significant problems disclosed in its Annual Reports and Financial Statements.

C.2.5 The company should ensure that their disclosures provide meaningful information and do not give a misleading impression.

C • The Company aims to ensure disclosures provide meaningful information and do not give a misleading impression.

C.2.6 The company without an internal audit function should review the need for one on an annual basis and should disclose the outcome of this review in the Corporate Governance Report.

N/A • Please refer to C.2 above for the details.

C.3 Audit Committee


The Board should establish formal and transparent arrangements to consider how it will apply financial reporting and internal control principles and maintain an appropriate relationship with the Company’s auditors.

C.3.8 The audit committee should establish a whistleblowing policy and system for employees and those who deal with the company (e.g. customers and suppliers) to raise concerns, in confidence, with the audit committee about possible improprieties in any matter related to the company.

C • Please refer to C.3.7 above for the details.




Recommended

best Practices

Comply (“C”)/


D. DelegAtion bY tHe boARD

D.1 Management functions


The Company should have a formal schedule of matters specifically reserved for Board approval and those delegated to management.

There is no recommended best practice under Section D.1 in the CG Code.

D.2 board Committees


Board Committees should be formed with specific written terms of reference which deal clearly with their authority and duties.


D.3 Corporate governance Functions


e. CoMMuniCAtion WitH sHAReHolDeRs

e.1 effective communication

Corporate Governance PrincipleThe Board should be responsible for maintaining an on-going dialogue with shareholders and in particular, use annual general meetings or other general meetings to communicate with them and encourage their participation.

There is no recommended best practice under Section E.1 in the CG Code.

e.2 voting by poll

Corporate Governance PrincipleThe Company should ensure that shareholders are familiar with the detailed procedures for conducting a poll.

There is no recommended best practice under Section E.2 in the CG Code.

F. CoMPAnY seCRetARY


The Company Secretary plays an important role in supporting the Board by ensuring good information flow within the Board and that Board policy and procedures are followed. The Company Secretary is responsible for advising the Board through the Chairman and/or the Chief Executive Officer on governance matters and should also facilitate induction and professional development of Directors.

There is no recommended best practice under Section F in the CG Code.



MAnAgeMent stRuCtuRe CHARt

Board of Directors

Corporate Office

Personnel andAdministration Legal

Executive Directors:LI Tzar Kuoi, Victor

KAM Hing LamIP Tak Chuen, Edmond

YU Ying Choi, Alan AbelCHU Kee Hung

Independent Non-executive Directors:KWOK Eva Lee

Colin Stevens RUSSELKWAN Kai Cheong*

Non-executive Director:Peter Peace TULLOCH

Audit CommitteeKWAN Kai Cheong (Chairman)*

KWOK Eva LeeColin Stevens RUSSEL

Remuneration CommitteeKWOK Eva Lee (Chairman)

LI Tzar Kuoi, VictorColin Stevens RUSSEL

Chairman LI Tzar Kuoi, Victor

President and Chief Executive Officer

KAM Hing Lam

Technology and Product Development

Business Development

Senior Vice President and Chief Investment Officer

IP Tak Chuen, Edmond

Internal Audit

Corporate Affairs

CompanySecretarial

Finance and Information Technology

* Mr. Kwan Kai Cheong has been appointed as an Independent Non-executive Director and the Chairman of the Audit Committee of the Company with effect from 24 March 2015 and 15 May 2015 respectively .


Risk Factors

The Group’s businesses, financial conditions, results of operations or growth prospects may be affected by risks

and uncertainties directly or indirectly pertaining to the Group’s businesses. The risk factors set out below are

those that could result in the Group’s businesses, financial conditions, results of operations or growth prospects

differing materially from expected or historical results. Such factors are by no means exhaustive or comprehensive,

and there may be other risks in addition to those shown below which are not known to the Group or which may

not be material now but could turn out to be material in the future. In addition, this Annual Report does not

constitute a recommendation or advice to invest in the shares of the Company and investors are advised to make

their own judgment or consult their own investment advisors before making any investment in the shares of the

Company.

eConoMiC enviRonMent AnD ConDitions

The global economy remains uncertain since the onset of the global financial crisis which started in 2008.

The European sovereign debt crisis that followed, the slowdown of the Mainland China economy, volatility in

commodity prices, significant volatility in the Mainland China stock markets and the timing of the U.S. monetary

normalisation continue to pose risks to the global economy recovery and stability. Slowdown in global economic

growth could lead to economic contractions in certain markets, commercial and consumer delinquencies,

weakened consumer confidence and increased market volatility. The Group has investments in different countries

and cities around the world. Any adverse economic conditions in those countries and cities in which the Group

operates may potentially impact on the Group’s financial position or potential income, asset value and liabilities.

HigHlY CoMPetitive MARKets

The Group’s principal business operations face significant competition across the markets in which they operate

as well as rapid technological change. New market entrants, intensified price competition among existing

competitors, possible substitution of imports for locally manufactured products and the acceptability of the

Group’s products by the market could adversely affect the Group’s businesses, financial conditions, results of

operations or growth prospects. Likewise, product innovation and technical advancement may render the Group’s

existing and potential applications and products and its own research and development efforts obsolete or

non-competitive.

ReseARCH AnD DeveloPMent

Research and development conducted by the Group is a lengthy and expensive process involving a lot of trial

testing in order to demonstrate that the products are effective and safe for commercial sale. Successful results in

the early stage of the trial process may, upon further review, be revised or negated by regulatory authorities or by

later stage trial results and there is no assurance that any of the research and development activities will produce

positive results.

In addition, recruiting and retaining qualified scientific personnel to perform research and development work

will be critical to the success of the Group and there can be no assurance that the Group will be able to attract

and retain such personnel on acceptable terms given the competition for experienced scientists from numerous

specialised biotechnology firms, pharmaceutical and chemical companies, universities and other research

institutions. Failure to recruit and retain such skilled personnel could delay the research and development and

product commercialisation programs of the Group.


Risk Factors (Cont’d)

Some of the Group’s operations are subject to extensive and rigorous government regulations relating to the

development, testing, manufacture, safety, efficacy, record-keeping, labeling, storage, approval, advertising,

promotion and sale and distribution of the products. The regulatory review and approval process (which requires

the submission of extensive data and supporting information to establish the products’ safety, efficacy and

potency) can be lengthy, expensive and uncertain and there can be no assurance that any of the Group’s products

will be approved for marketing and sale. The policies or administrative standards of the relevant regulatory

bodies may change from time to time and there can be no assurance that products that have been approved

for marketing and sale do not need to be recalled at a later stage in order to comply with subsequent new

requirements.

intelleCtuAl PRoPeRtY

The success of the Group will depend in part on whether it is able to obtain and enforce patent protection for its

products and processes. No assurance can be given as to whether patent rights may be granted to the Group and

that the patents granted will be sufficiently broad in their scope to provide protection and exclude competitors

with similar products. Even when granted the patents may still be susceptible to revocation or attack by third

parties. It is also not possible to determine with certainty whether there are any conflicting third party rights which

may affect the Group’s current commercial strategy and intellectual property portfolios. The Group may involve in

litigation in enforcing its intellectual property rights and/or be sued by third parties for alleged infringement and

result of such litigation is difficult to predict and may adversely affect the Group’s businesses, financial conditions,

results of operations or growth prospects.

inDustRY tRenDs AnD inteRest RAtes

The trends in the industries in which the Group operates, including market sentiment and conditions, the

consumption power of the general public, mark to market value of investment securities, the currency

environment and interest rates cycles, may pose significant risks to the Group’s businesses, financial conditions,

results of operations or growth prospects. There can be no assurance that the combination of industry trends

and interest rates the Group experiences in the future will not adversely affect the Group’s businesses, financial

conditions, results of operations or growth prospects.

In particular, income from finance and treasury operations is dependent upon the capital market, interest rate

and currency environment, and the worldwide economic and market conditions, and therefore there can be no

assurance that changes in these conditions will not adversely affect the Group’s businesses, financial conditions,

results of operations or growth prospects. The volatility in the financial markets may also adversely affect the

income to be derived by the Group from its finance and treasury activities.



CuRRenCY FluCtuAtions

The results of the Group are recorded in Hong Kong dollars but its various subsidiaries, associates and joint

ventures may receive revenue and incur expenses in other currencies. Any currency fluctuations on translation

of the accounts of these subsidiaries, associates and joint ventures and also on the repatriation of earnings,

equity investments and loans may therefore impact on the Group’s businesses, financial conditions, results of

operations or growth prospects. Although currency exposures have been managed by the Group, a depreciation

or fluctuation of the currencies in which the Group conducts operations relative to the Hong Kong dollar could

adversely affect the Group’s businesses, financial conditions, results of operations or growth prospects.

stRAtegiC PARtneRs

Some of the businesses of the Group are conducted through non wholly-owned subsidiaries, associates and joint

ventures in which the Group shares control (in whole or in part) and strategic alliances had been formed by the

Group with other strategic or business partners. There can be no assurance that any of these strategic or business

partners will continue their relationships with the Group in the future or that the Group will be able to pursue its

stated strategies with respect to its non wholly-owned subsidiaries, associates and joint ventures and the markets

in which they operate. Furthermore, the joint venture partners may (a) have economic or business interests or

goals that are inconsistent with those of the Group; (b) take actions contrary to the Group’s policies or objectives;

(c) undergo a change of control; (d) experience financial and other difficulties; or (e) be unable or unwilling to

fulfill their obligations under the joint ventures, which may affect the Group’s businesses, financial conditions,


iMPACt oF loCAl, nAtionAl AnD inteRnAtionAl RegulAtions

The local business risks in different countries and cities in which the Group operates could have a material impact

on the businesses, financial conditions, results of operations or growth prospects. The Group has investments

in different countries and cities around the world and the Group is, and may increasingly become, exposed to

different and changing political, social, legal, tax, regulatory and environmental requirements at the local, national

or international level. Also, new guidelines, directives, policies or measures by governments, whether fiscal, tax,

regulatory, environmental or other competitive changes, may lead to an increase in additional or unplanned

operating expenses and capital expenditures, increase in market capacity, pose a risk to the overall investment

return of the Group’s businesses and may delay or prevent the commercial operation of a business with resulting

loss of revenue and profit, which may result in the Group’s businesses, financial conditions, results of operations

or growth prospects.

Wine AnD vineYARD MARKet

The Group became the second largest vineyard owner in Australasia following its acquisition of Challenger Wine

Trust in February 2011. The vineyards are mostly leased to well-established wine industry operators and provide

immediate and recurring cashflow to the Group. The continued success of the Group will depend in part on its

ability to maintain such cashflow. There is no assurance that the Group’s tenants will observe the terms of the

lease and continue to pay the rent during their existing lease term, or that the leases will be renewed at favorable

terms upon their expiry. Furthermore, the market value of the vineyard portfolio is subject to fluctuations which

may impact on the Group’s income or financial position.



iMPACt oF neW ACCounting stAnDARDs

The Hong Kong Institute of Certified Public Accountants (“HKICPA”) has from time to time issued a number of

new and revised Hong Kong Financial Reporting Standards (“HKFRS”). HKICPA may in the future issue new and

revised standards and interpretations. In addition, interpretations on the application of the HKFRS will continue to

develop. These factors may require the Group to adopt new accounting policies. The adoption of new accounting

policies or new HKFRS might or could have a significant impact on the Group’s businesses, financial conditions,


ConneCteD tRAnsACtions

CK Hutchison Holdings Limited (“CK Hutchison”) is also listed on The Stock Exchange of Hong Kong Limited.

Although the Group believes that its relationship with CK Hutchison provides it with significant business

advantages, the relationship results in various connected transactions under the Rules Governing the Listing of

Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and accordingly any transactions

entered into between the Group and CK Hutchison, its subsidiaries or associates are connected transactions,

which, unless one of the exemptions is available, will be subject to compliance with the applicable requirements

of the Listing Rules, including the issuance of announcements, the obtaining of independent shareholders’

approval at general meetings and disclosure in annual reports and accounts. Independent shareholders’ approval

requirements may also lead to unpredictable outcomes causing disruptions to as well as increase the risks of the

Group’s business activities. Independent shareholders may also take actions that are in conflict with the interests

of the Group.

MeRgeRs AnD ACquisitions

The Company has undertaken mergers and acquisitions activities in the past and may continue to do so if

there are appropriate acquisition opportunities in the market. Although due diligence and detailed analysis are

conducted before these activities are being undertaken, there can be no assurance that these can fully expose

all hidden problems, potential liabilities and unresolved disputes that the target company may have. In addition,

valuations and analyses on the target company conducted by the Company and by professionals alike are based

on numerous assumptions, and there can be no assurance that those assumptions are correct or appropriate or

that they will receive universal recognition. Relevant facts and circumstances used in the analyses could have

changed over time, and new facts and circumstances may come to light as to render the previous assumptions

and the valuations and analyses based thereon obsolete. Some of these mergers and acquisitions activities are

subject to regulatory approvals in overseas countries and there can be no assurance that such approvals will be

obtained, and even if granted, that there will be no burdensome conditions attached to such approvals. The

Company may not necessarily be able to successfully integrate the target business into the Group and may not be

able to derive any synergy from the acquisition, leading to increase in costs, time and resources. For merger and

acquisitions activities undertaken overseas, the Company may also be exposed to different and changing political,

social, legal and regulatory requirements at the local, national and international level. The Company may also

need to face different cultural issues when dealing with local employees, customers, governmental authorities and

pressure groups.



nAtuRAl DisAsteRs, CliMAtiC CHAnge AnD enviRonMentAl CHAnge

Some of the Group’s assets and businesses, and many of the Group’s customers and suppliers are located in areas

at risk of damage from earthquakes, floods, fire, frost and similar events and the occurrence of any of these

events could disrupt the Group’s business and materially and adversely affect the Group’s businesses, financial

conditions, results of operations or growth prospects.

Although the Group has not experienced any major structural damage to its assets or facilities from earthquakes

or natural disasters to date, there can be no assurance that future earthquakes or other natural disasters will

not occur and result in major damage to the Group’s assets or facilities, which could adversely affect the Group’s

businesses, financial conditions, results of operations or growth prospects.

Furthermore, climatic changes affect demand, availability, quality and pricing of many of our products as well as

those of our customers, especially in the agriculture-related sector, affecting business performance.

Changes in environmental conditions, such as increase in pollution, may affect the performance of some of our

assets. For example, pollution of sea water may have an impact on the productivity of solar salt fields.

ConCentRAtion in geogRAPHiCAl MARKets AnD business tYPes

The business operation of the Group may be viewed as substantially concentrated in one or more geographical

markets or in one particular or more types of business. If and when the Group’s operations are exposed to any

deterioration in the economic, social and/or political conditions as well as any incidence of social unrest, strike,

riot, civil disturbance or disobedience or terrorism in such geographical markets and/or business segments, the

adverse circumstances may materially disrupt the Group’s operations and, in turn, impact the revenue, profitability

and financial condition of the Group.

PAst PeRFoRMAnCe AnD FoRWARD looKing stAteMents

The performance and the results of operations of the Group during the past years as contained in this Annual

Report are historical in nature and past performance can be no guarantee of future results of the Group. This

Annual Report may contain forward-looking statements and opinions that involve risks and uncertainties. Actual

results may differ materially from expectations discussed in such forward-looking statements and opinions. Neither

the Group nor the Directors, employees or agents of the Group assume (a) any obligation to correct or update the

forward-looking statements or opinions contained in this Annual Report; and (b) any liability in the event that any

of the forward-looking statements or opinions does not materialise or turns out to be incorrect.


Corporate Information and Key Dates

boARD oF DiReCtoRs

executive DirectorsLI Tzar Kuoi, Victor Chairman

KAM Hing Lam President and Chief Executive Officer

IP Tak Chuen, Edmond Senior Vice President and Chief Investment Officer

YU Ying Choi, Alan Abel Vice President and Chief Operating Officer

CHU Kee Hung Vice President and Chief Scientific Officer

non-executive DirectorsPeter Peace TULLOCH Non-executive Director

KWOK Eva Lee Independent Non-executive Director

Colin Stevens RUSSEL Independent Non-executive Director

KWAN Kai Cheong Independent Non-executive Director

AuDit CoMMitteeKWAN Kai Cheong (Chairman)KWOK Eva LeeColin Stevens RUSSEL

ReMuneRAtion CoMMitteeKWOK Eva Lee (Chairman)LI Tzar Kuoi, VictorColin Stevens RUSSEL

CoMPAnY seCRetARYEirene YEUNG

AutHoRiseD RePResentAtivesIP Tak Chuen, EdmondEirene YEUNG

CoMPliAnCe oFFiCeRYU Ying Choi, Alan Abel

viCe PResiDent, FinAnCeMO Yiu Leung, Jerry

PRinCiPAl bAnKeRsBank of China (Hong Kong) Limited

Canadian Imperial Bank of Commerce

Commonwealth Bank of Australia

Coöperatieve Centrale

Raiffeisen-Boerenleenbank B.A. (Rabobank)

The Hongkong and Shanghai Banking Corporation Limited

National Australia Bank Limited

Oversea-Chinese Banking Corporation Limited

AuDitoRDeloitte Touche Tohmatsu

legAl ADviseRsWoo, Kwan, Lee & Lo

RegisteReD oFFiCeP.O. Box 309GT

Ugland House

South Church Street

Grand Cayman

Cayman Islands

HeAD oFFiCe2 Dai Fu Street

Tai Po Industrial Estate

Tai Po

Hong Kong

PRinCiPAl PlACe oF business7th Floor, Cheung Kong Center

2 Queen’s Road Central

Hong Kong

PRinCiPAl sHARe RegistRAR AnD tRAnsFeR oFFiCeRoyal Bank of Canada Trust Company (Cayman) Limited

4th Floor, Royal Bank House

24 Shedden Road, George Town

Grand Cayman

KY1-1110

Cayman Islands


Corporate Information and Key Dates (Cont’d)

bRAnCH sHARe RegistRAR AnD tRAnsFeR oFFiCeComputershare Hong Kong Investor Services Limited

Rooms 1712 – 1716, 17th Floor, Hopewell Centre

183 Queen’s Road East, Hong Kong

stoCK CoDesThe Stock Exchange of Hong Kong Limited: 0775

Bloomberg: 775 HK

Reuters: 0775.HK

Websitewww.ck-lifesciences.com

KeY DAtesAnnual Results Announcement 14 March 2016

Closure of Register of Members (for determination of shareholders who are entitled to attend and vote at Annual General Meeting)

10 to 13 May 2016(both days inclusive)

Annual General Meeting 13 May 2016

Record Date (for determination of shareholders who qualify for the Final Dividend)

19 May 2016

Payment of Final Dividend 30 May 2016

This annual report 2015 (“Annual Report”) is available in both English

and Chinese versions. Shareholders who have received either the English

or the Chinese version of the Annual Report may request a copy in the

other language by writing to the Company c/o the Company’s Branch

Share Registrar, Computershare Hong Kong Investor Services Limited, at

17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong or by

email to [email protected].

The Annual Report (both English and Chinese versions) has been posted

on the Company’s website at www.ck-lifesciences.com. Shareholders who

have chosen (or are deemed to have consented) to read the Company’s

corporate communications (including but not limited to the Annual

Report) published on the Company’s website in place of receiving printed

copies thereof may request the printed copy of the Annual Report in

writing to the Company c/o the Company’s Branch Share Registrar or by

email to [email protected].

Shareholders who have chosen (or are deemed to have consented) to

receive the corporate communications using electronic means through the

Company’s website and who for any reason have difficulty in receiving or

gaining access to the Annual Report posted on the Company’s website

will upon request in writing to the Company c/o the Company’s Branch

Share Registrar or by email to [email protected]

promptly be sent the Annual Report in printed form free of charge.

Shareholders may at any time choose to change their choice as to the

means of receipt (i.e. in printed form or by electronic means through the

Company’s website) and/or the language of the Company’s corporate

communications by reasonable prior notice in writing to the Company

c/o the Company’s Branch Share Registrar or sending a notice to

[email protected].

About CK Life SciencesCK Life Sciences Int’l., (Holdings) Inc. is listed on The Stock Exchange of Hong Kong Limited. Bearing the mission of improving the quality of life, CK Life Sciences is engaged in the business of research and development, commercialisation, marketing and sale of health and agriculture-related products. Products developed by CK Life Sciences are categorised into the areas of human health and environmental sustainability. A number of inventions have been granted patents by the US Patent and Trademark Office. CK Life Sciences is a member of the CK Hutchison Group.

2 Dai Fu Street, Tai Po Industrial Estate, Hong KongTel: (852) 2126 1212 Fax: (852) 2126 1211

www.ck-lifesciences.com

An

nu

al Rep

ort 2015

(Incorporated in the Cayman Islands with limited liability)(Stock Code: 0775)

Annual Report 2015

EnhancingEveryday Living

Nutraceutical

Pharmaceutical

Agriculture-related

Enhancing Everyday Living

Documents

Transcript of Enhancing Everyday Living